<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C> <C>
WILSONS THE LEATHER EXPERTS INC. Minnesota 5651 41-1839933
GUARANTORS:
WILSONS LEATHER HOLDINGS INC. Minnesota 5651 41-1838394
WILSONS CENTER, INC. Minnesota 5651 41-1840154
ROSEDALE WILSONS, INC. Minnesota 5651 06-1240330
RIVER HILLS WILSONS, INC. Minnesota 5651 41-1711590
BERMANS THE LEATHER EXPERTS INC. Delaware 5651 41-1580755
WILSONS HOUSE OF SUEDE, INC. California 5651 95-1576546
WILSONS TANNERY WEST, INC. California 5651 95-4175734
WILSONS LEATHER OF ALABAMA INC. Alabama 5651 41-1712339
WILSONS LEATHER OF CONNECTICUT INC. Connecticut 5651 06-1112410
WILSONS LEATHER OF FLORIDA INC. Florida 5651 41-1728910
WILSONS LEATHER OF GEORGIA INC. Georgia 5651 36-3747480
WILSONS LEATHER OF INDIANA INC. Indiana 5651 62-1320269
WILSONS LEATHER OF IOWA INC. Iowa 5651 41-1714107
WILSONS LEATHER OF LOUISIANA INC. Louisiana 5651 72-1272462
WILSONS LEATHER OF MARYLAND INC. Maryland 5651 36-3788264
WILSONS LEATHER OF MASSACHUSETTS INC. Massachusetts 5651 95-3931368
WILSONS LEATHER OF MICHIGAN INC. Michigan 5651 36-3785904
WILSONS LEATHER OF NEW JERSEY INC. New Jersey 5651 41-1750883
WILSONS LEATHER OF NEW YORK INC. New York 5651 36-3886689
WILSONS LEATHER OF NORTH CAROLINA INC. North Carolina 5651 04-2634270
WILSONS LEATHER OF OHIO INC. Ohio 5651 95-4112843
WILSONS LEATHER OF PENNSYLVANIA INC. Pennsylvania 5651 95-3750365
WILSONS LEATHER OF RHODE ISLAND INC. Rhode Island 5651 06-1095955
WILSONS LEATHER OF TENNESSEE INC. Tennessee 5651 41-1750897
WILSONS LEATHER OF TEXAS INC. Texas 5651 75-2509217
WILSONS LEATHER OF VIRGINIA INC. Virginia 5651 62-1220241
WILSONS LEATHER OF WEST VIRGINIA INC. West Virginia 5651 95-3761888
WILSONS LEATHER OF WISCONSIN INC. Wisconsin 5651 41-1713169
WILSONS LEATHER OF ARKANSAS INC. Arkansas 5651 41-1754836
WILSONS LEATHER OF DELAWARE INC. Delaware 5651 52-1380392
WILSONS LEATHER OF MISSISSIPPI INC. Mississippi 5651 41-1848726
WILSONS LEATHER OF MISSOURI INC. Missouri 5651 41-1750899
WILSONS LEATHER OF SOUTH CAROLINA INC. South Carolina 5651 57-0993516
WILSONS LEATHER OF VERMONT INC. Vermont 5651 41-1689726
WILSONS INTERNATIONAL INC. Minnesota 5651 41-1577526
<CAPTION>
(Eact name of the Registrants x (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
asspecified in their charters) incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
7401 BOONE AVENUE NORTH
BROOKLYN PARK, MINNESOTA 55428
(612) 391-4000
(Address, including ZIP Code, and telephone number, including Area Code, of
the Registrants' principal executive offices)
DAVID L. ROGERS
PRESIDENT
WILSONS THE LEATHER EXPERTS INC.
7401 BOONE AVENUE NORTH
BROOKLYN PARK, MINNESOTA 55428
(612) 391-4000
(Name, address, including ZIP Code, and telephone number, including Area Code,
of agent for service)
COPIES TO:
KRIS SHARPE
RAMONA L. BASKERVILLE
FAEGRE & BENSON LLP
2200 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 336-3000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as possible after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER NOTE(1) PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
11 1/4% Series B Senior Notes due 2004.... $75,000,000 100% $75,000,000 $22,728
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Subsidiary Guarantees of the11 1/4% Series
B Senior Notes due 2004.................. -- -- -- --
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee under
Rule 457.
(2) Pursuant to Rule 457(n), no separate registration fee is payable with
respect to the subsidiary guarantees.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 2, 1997
PROSPECTUS
LOGO
OFFER TO EXCHANGE
11 1/4% SERIES B SENIOR NOTES DUE 2004
FOR ALL OUTSTANDING 11 1/4% SERIES A SENIOR NOTES DUE 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997 UNLESS EXTENDED
-----------
Wilsons The Leather Experts Inc. ("Wilsons" or the "Company") is hereby
offering (the "Exchange Offer"), upon the terms and subject to the conditions
set forth in this Prospectus and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), to exchange $1,000 principal amount of its 11 1/4%
Series B Senior Notes due 2004 (the "Exchange Notes"), which exchange has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a registration statement of which this Prospectus is a part (the
"Registration Statement"), for each $1,000 principal amount of its outstanding
11 1/4% Series A Senior Notes due 2004 (the "Private Notes"), of which
$75,000,000 in aggregate principal amount was issued on August 18, 1997 and is
outstanding as of the date hereof. The form and terms of the Exchange Notes are
the same as the form and terms of the Private Notes except that (i) the
exchange will have been registered under the Securities Act, and, therefore,
the Exchange Notes will not bear legends restricting the transfer thereof, and
(ii) holders of the Exchange Notes will generally not be entitled to certain
rights of holders of the Private Notes under the Registration Rights Agreement
(as defined herein), which rights will terminate upon the consummation of the
Exchange Offer. The Exchange Notes will evidence the same indebtedness as the
Private Notes (which they replace) and will be entitled to the benefits of an
Indenture (as defined) governing the Private Notes and the Exchange Notes. The
Private Notes and the Exchange Notes are sometimes referred to herein
collectively as the "Senior Notes." See "The Exchange Offer" and "Description
of Senior Notes."
The Exchange Notes will bear interest at the same rate and on the same terms
as the Private Notes. Consequently, the Exchange Notes will bear interest at
the rate of 11 1/4% per annum and the interest thereon will be payable semi-
annually in arrears on February 15 and August 15 of each year, commencing
February 15, 1998. The Exchange Notes will bear interest from and including the
date of issuance of the Private Notes (August 18, 1997). Holders whose Private
Notes are accepted for exchange will be deemed to have waived the right to
receive any interest accrued on the Private Notes.
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 19 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND AN
INVESTMENT IN THE EXCHANGE NOTES.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Company will accept for exchange any and all validly tendered Private
Notes not withdrawn prior to 5:00 P.M., New York City time, on , 1997,
unless the Exchange Offer is extended by the Company in its sole discretion
(the "Expiration Date"). Tenders of Private Notes may be withdrawn at any time
prior to 5:00 P.M., New York City Time, on the Expiration Date. The Exchange
Offer is not conditioned upon any minimum principal amount of Private Notes
being tendered for exchange. Private Notes may be tendered only in integral
multiples of $1,000. In the event the Company terminates the Exchange Offer and
does not accept for exchange any Private Notes, the Company will promptly
return all previously tendered Private Notes to the holders thereof.
-----------
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
(Continued from prior page)
The Senior Notes may be redeemed, in whole or in part, at any time on or
after August 15, 2001, at the option of the Company, at the redemption prices
set forth herein, plus, in each case, accrued and unpaid interest to the date
of redemption. In addition, at any time prior to August 15, 2000, the Company
may, at its option, redeem up to 25% of the aggregate principal amount of the
Senior Notes at a redemption price of 111.25% of the principal amount thereof,
plus accrued and unpaid interest to the date of redemption, with the net cash
proceeds of a public offering of the Company's common stock, provided that at
least 75% of the original aggregate principal amount of the Senior Notes
remains outstanding immediately after the occurrence of such redemption. See
"Description of Senior Notes--Optional Redemption."
The Senior Notes will be general unsecured obligations of the Company and
will rank senior in right of payment to all existing and future subordinated
Indebtedness (as defined herein) of the Company and will rank pari passu in
right of payment with all other current and future unsubordinated Indebtedness
of the Company. The Senior Notes will be unconditionally guaranteed on a
senior basis (the "Guarantees") by each of the Company's domestic Subsidiaries
(as defined herein) (the "Guarantors"). The Guarantees will be senior
unsecured obligations and will rank senior in right of payment to all existing
and future Indebtedness of the Guarantors that is subordinated to such
Guarantees and will rank pari passu in right of payment with all other current
and future unsubordinated obligations of the Guarantors. An indirect
Subsidiary of the Company is the borrower under the Senior Credit Facility (as
defined herein), and the Company and its other direct and indirect domestic
Subsidiaries are guarantors under the Senior Credit Facility. Such borrowings
and guarantees are secured by substantially all of the assets of the Company
and the respective Guarantors. Accordingly, the Senior Notes and the
Guarantees will be effectively subordinated to all obligations under the
Senior Credit Facility and the guarantees of such loans to the extent of the
value of the assets securing such loans and guarantees. As of August 2, 1997,
on a pro forma basis (as described herein), there would have been $43.9
million of senior Indebtedness outstanding under the Senior Credit Facility
(consisting solely of outstanding letters of credit) and there would have been
no other senior Indebtedness and no subordinated Indebtedness outstanding. The
terms of the Indenture (as defined herein) will permit the Company and the
Guarantors to incur additional Indebtedness, subject to certain limitations.
See "Description of Senior Notes."
In the event of a Change of Control (as defined herein), holders of the
Senior Notes will have the right to require the Company to make an offer to
purchase their Senior Notes, in whole or in part, at a price equal to 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest to
the date of purchase. See "Description of Senior Notes--Repurchase at the
Option of Holders--Change of Control."
Based on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to third
parties, the Company believes that the Exchange Notes issued pursuant to the
Exchange Offer in exchange for Private Notes may be offered for resale, resold
and otherwise transferred by a holder thereof (other than (i) a broker-dealer
who purchases such Exchange Notes directly from the Company to resell pursuant
to Rule 144A or any other available exemption under the Securities Act or (ii)
a person that is an affiliate of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act; provided that the holder
is acquiring the Exchange Notes in the ordinary course of its business and is
not participating, and had no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes. Holders of Private
Notes wishing to accept the Exchange Offer must represent to the Company, as
required by the Registration Rights Agreement, that such conditions have been
met. Each broker-dealer that receives Exchange Notes for its own account in
exchange for Private Notes, where such Private Notes
2
<PAGE>
(Continued from prior page)
were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The Company believes
that none of the registered holders of the Private Notes is an affiliate (as
such term is defined in Rule 405 under the Securities Act) of the Company.
Prior to the Exchange Offer, there has been no public market for the Senior
Notes. The Company does not intend to list the Exchange Notes on any
securities exchange, but the Private Notes are eligible for trading in the
National Association of Securities Dealers, Inc.'s Private Offerings, Resales
and Trading through Automatic Linkages (PORTAL) market. There can be no
assurance that an active market for the Senior Notes will develop. To the
extent that a market for the Senior Notes does develop, the market value of
the Senior Notes will depend on market conditions (such as yields on
alternative investments), general economic conditions, the Company's financial
condition and certain other factors. Such conditions might cause the Senior
Notes, to the extent that they are traded, to trade at a significant discount
from face value. See "Risk Factors--Absence of Established Public Market and
Restrictions on Resale."
Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Private Notes where
such Private Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The Company has indicated its
intention to make this Prospectus (as it may be amended or supplemented)
available to any broker-dealer for use in connection with any such resale for
a period of 180 days after the date of this Prospectus. See "Plan of
Distribution."
The Company will not receive any proceeds from, and has agreed to bear the
expenses of, the Exchange Offer. No underwriter is being used in connection
with the Exchange Offer. See "The Exchange Offer."
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF PRIVATE NOTES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE EXCHANGE OFFER TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE
ACCOMPANYING LETTER OF TRANSMITTAL, NOR ANY EXCHANGE MADE HEREUNDER, SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
The Exchange Notes will be available initially only in book-entry form. The
Company expects that the Exchange Notes issued pursuant to the Exchange Offer
will be issued in the form of one or more fully registered global notes that
will be deposited with, or on behalf of, The Depository Trust Company ("DTC"
or the "Depository") and registered in its name or in the name of Cede & Co.,
as its nominee. Beneficial interests in each global note representing the
Exchange Notes will be shown on, and
3
<PAGE>
(Continued from prior page)
transfers thereof will be effected only through, records maintained by the
Depository and its participants. After the initial issuance of any such global
note, Exchange Notes in certificated form will be issued in exchange for the
global note only in accordance with the terms and conditions set forth in the
Indenture. See "The Exchange Offer--Book-Entry Transfer" and "Description of
Senior Notes--Book Entry, Delivery and Form."
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN
STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS PROSPECTUS, INCLUDING, WITHOUT
LIMITATION, STATEMENTS REGARDING THE COMPANY'S FUTURE FINANCIAL POSITION,
BUSINESS STRATEGY, BUDGETS, PROJECTED COSTS AND PLANS AND OBJECTIVES OF
MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. IN ADDITION,
FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY THE USE OF FORWARD-
LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "INTEND," "ESTIMATE,"
"ANTICIPATE," "BELIEVE," "SHOULD," "PLANS" OR "CONTINUE" OR THE NEGATIVE
THEREOF OR VARIATIONS THEREON OR SIMILAR TERMINOLOGY. ALTHOUGH THE COMPANY
BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS
ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO
HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE
DISCLOSED UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS, INCLUDING,
WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING
STATEMENTS ATTRIBUTABLE TO THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, ARE
EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.
4
<PAGE>
PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and consolidated financial
statements and pro forma financial information (including the notes thereto)
appearing elsewhere in this Prospectus. Unless otherwise indicated, all
references to the "Company" or "Wilsons" mean Wilsons The Leather Experts Inc.
and its Subsidiaries, including the Predecessor Companies, and all references
to the "Predecessor Companies" mean Wilsons Center, Inc., Rosedale Wilsons,
Inc. and their subsidiaries prior to the acquisition of such companies by the
Company from CVS New York, Inc. (formerly Melville Corporation) ("CVS") on May
26, 1996 (the "Acquisition"). Unless otherwise indicated, references to the
Company's fiscal year refer to the year ended on the Saturday closest to
January 31, which for the most recent fiscal year end was February 1, 1997.
Unless indicated, references to 1996 in this Prospectus refer to the twelve
months ended February 1, 1997. The fiscal year of the Predecessor Companies
prior to the Acquisition ended on December 31. When information is indicated to
be on a "pro forma" basis, such information gives effect to: (i) the
Restructuring (as defined herein); (ii) the Acquisition, accounted for under
the purchase method of accounting; (iii) the initial public offering of the
Company's common stock and common stock purchase warrants consummated on June
2, 1997 (including the subsequent exercise of the underwriter's overallotment
option) and the application of the net proceeds therefrom; and (iv) the
offering of the Private Notes (the "Offering") and the application of the net
proceeds therefrom, in each case, with respect to statement of operations data,
as if such events had occurred on January 28, 1996 (except the Restructuring
which is as of the date it occurred) and, with respect to balance sheet data,
as of the date presented. See "Pro Forma Unaudited Consolidated Financial
Statements."
THE COMPANY
Wilsons is the leading specialty retailer of men's and women's leather
outerwear, apparel and accessories in the United States. The Company's
nationwide network of 452 retail stores is located in 44 states and the
District of Columbia and England. The Company offers quality leather products
under several formats: "Wilsons The Leather Experts," the Company's traditional
mall-based store, offers a full range of moderately priced merchandise, while
"Tannery West" and "Georgetown Leather Design" are mall-based stores offering a
more targeted line of upscale merchandise. As of August 2, 1997, Wilsons
operated 12 airport stores, which focus on selling accessories to business
travelers and tourists, and 440 mall-based stores. The Company supplements its
mall-based operations with holiday stores and seasonal kiosks during its peak
selling period from October through December and plans to open approximately
200 holiday stores and 100 kiosks in 1997. For the twelve months ended August
2, 1997, the Company generated net sales of $410.0 million and Adjusted EBITDA
(as defined herein) of $31.4 million.
Wilsons offers an extensive selection of quality merchandise at affordable
prices, with a consistent focus on customer service through its staff of sales
associates trained in leather types, quality and care. The Company offers more
than 6,000 stock keeping units ("SKUs") of men's and women's leather apparel
and leather accessories such as gloves, handbags, wallets, briefcases, planners
and computer cases. Wilsons offers quality merchandise at affordable prices to
provide value for its customers and to develop a loyal customer base. The
Company believes it can offer lower prices than its competitors for merchandise
of comparable quality due to its integrated global sourcing capability,
merchandising strategy, and efficient, cost-effective distribution system.
Wilsons' mall-based stores average approximately 2,000 square feet in size and
are located primarily in high-traffic regional shopping malls with a
merchandising strategy targeted to the demographics and buying patterns of the
surrounding population. Management believes the Company's global sourcing,
nationwide store network, value-based quality merchandise and strong customer
service combine to provide the Company with competitive advantages over other
mall-based leather retailers, and contribute to attractive cash flow margins.
5
<PAGE>
Wilsons has increased its Adjusted EBITDA from $15.0 million for the fiscal
year ended December 31, 1994 to $31.4 million for the twelve-month period ended
August 2, 1997, a compound annual growth rate of approximately 33%. Over the
same period, the Company's Adjusted EBITDA margin has increased from 3.2% to
7.7%, primarily as a result of the Company's: (i) Restructuring; (ii)
vertically-integrated global product sourcing; (iii) merchandising strategy;
and (iv) distribution system.
Restructuring. As part of a program to enhance the Company's profitability
and improve its portfolio of stores, management closed 156 stores, between
January 1, 1995 and May 25, 1996, that had not achieved targeted cash flow
levels, wrote off an amount of goodwill and certain other non-productive assets
and recorded charges for certain related lease obligations (the
"Restructuring"). As part of the Restructuring, in 1995 the Company recorded a
Restructuring charge of $134.3 million related to store closings and the write-
off of goodwill and other intangibles, and an asset impairment charge of $47.9
million related to the write-off of certain assets. Following the
Restructuring, the Company maintained its geographically diverse store base and
improved its financial results, which management believes positions the Company
for future revenue and cash flow growth.
Vertically-Integrated Global Product Sourcing. Wilsons' integrated global
product sourcing network allows the Company to design, purchase leather for,
and contract for the manufacturing of most of the apparel and accessories sold
in its stores. In 1996, Wilsons contracted for the manufacture of approximately
1.8 million leather garments, which management believes makes the Company the
largest leather apparel purchaser in the world. This volume purchasing and
vertical integration provides Wilsons with greater operational control and
flexibility resulting in reduced order lead times, increased responsiveness to
changing consumer preferences and fashion trends, and the ability to offer its
customers better value by providing quality products at competitive prices.
Merchandising Strategy. Since 1992, Wilsons has reduced its sourcing time
from approximately 120 days to approximately 90 days by more closely
integrating the Company's designers and merchandisers with its extensive
contract manufacturing sources. This reduced sourcing time results in more
successful product lines, efficient inventory management and the reduced need
for markdowns on merchandise at the end of the selling season. The benefits of
the reduced sourcing time are enhanced by the Company's newly implemented
merchandise information system. This system is designed to improve the quality
and availability of merchandising data to allow management to better analyze
merchandise trends and adjust its merchandising strategies.
Distribution System. Management believes the Company has a significant
competitive advantage by virtue of its ability to manage the flow of its
merchandise from the sourcing of leather through the sale of its apparel and
accessories in the Company's retail stores. Wilsons' merchandise is shipped
directly from the contract manufacturers to the Company's state-of-the-art
distribution center. Wilsons has also redesigned and automated its distribution
center to more efficiently process merchandise. As a result, approximately 40%
of the merchandise received in the distribution center is sent directly to the
Company's stores through cross-docking, which allows for more efficient
handling and more timely delivery of inventory and reduced distribution
expense.
BUSINESS STRATEGY
Wilsons' objectives are to gain additional market share, strengthen its
position as the largest specialty retailer of leather outerwear, apparel and
accessories in the United States and increase the cash flow and profitability
of the Company. Key elements of the Company's business strategy include:
Promote the Company's Leather Expertise. The Company has built its image as
"The Leather Experts" by offering its customers an extensive selection of
affordably priced quality leather merchandise and expertise in the unique
properties and care of leather merchandise. The Company provides ongoing
training for its sales
6
<PAGE>
associates in leather types, quality and care to develop the associates'
leather expertise and to deliver a high level of customer service.
Maximize Merchandising Opportunities Through Vertical Integration. Wilsons'
operations integrate the design of leather merchandise, the development and
sourcing of new leather textures, colors and finishes, and the contract
manufacturing and importation of goods to efficiently deliver merchandise to
its stores. The Company believes that its vertical integration gives it several
competitive advantages over other mall-based leather retailers, including the
ability to:
. Reduce the amount of cash needed to maintain optimal inventory levels;
. Better manage order lead times and delivery schedules;
. Change its merchandise mix and respond more rapidly to fashion trends
and consumer demand;
. Purchase leather and contract for manufacturing at favorable prices; and
. Reorder faster selling merchandise within the same selling season.
Create Brand Recognition. Over 80% of Wilsons' products are sold under its
proprietary brand names, including Wilsons the Leather Experts(TM), Tannery
West(R), Georgetown Leather Design(R), Berman Buckskin(TM), Adventure Bound(R),
Maxima(R), Open Road(TM) and M. Julian(R), which are trademarks and registered
trademarks of the Company. These proprietary brand name products typically
generate higher gross margins than other products offered by the Company. This
branding permits the Company to provide unique merchandise not sold by other
retailers. In addition to its own brands, Wilsons also selectively offers
designer brands such as Guess?(R), Jones New York(R), Kenneth Cole(R), Andrew
Marc(R) and Bosca(R), which brand names and registered trademarks are the
property of their respective holders. The combination of Wilsons' brands with
these designer brands is intended to enhance the value of the Company's brands
and the breadth and depth of Wilsons' selection.
REVENUE AND CASH FLOW GROWTH STRATEGY
Wilsons seeks to strengthen its market position and improve its operating
results by focusing on higher margin products, further reducing costs,
increasing comparable store sales and selectively growing its store base. The
improved profitability of the Company's store base and stronger cash flow
margins following the Restructuring have positioned Wilsons to take advantage
of future growth opportunities. Key elements of Wilsons' growth strategy
include:
Continue to Enhance Profit Margins. Wilsons strives to increase its operating
margins by: (i) emphasizing higher margin accessories in its mall-based stores'
merchandise mix and opening additional airport stores that primarily focus on
accessories; (ii) fully utilizing the Company's recently upgraded merchandise
information system to better match store style allocations to customer
purchasing patterns and thereby reduce markdowns; (iii) increasing productivity
in the Company's distribution center and by further leveraging administrative
expenses; and (iv) improving the utilization of its outlet stores to
efficiently sell slower moving products.
Increase Comparable Store Sales. Wilsons is implementing programs to improve
its comparable store sales. These programs include: (i) maintaining a broad
assortment of classic, functional merchandise while offering merchandise
reflecting current fashion trends to attract customers into its stores; (ii)
improving sales associates' productivity by offering incentives to improve
their sales per hour and more closely monitoring their performance; and (iii)
altering display of merchandise in the stores during non-peak selling seasons
to emphasize accessories.
7
<PAGE>
Increase Store Base. The Company plans to increase the number of its stores
and continue to open and operate holiday stores and seasonal kiosks during its
peak selling season. The increase in stores is expected to come from the
opening of new stores utilizing the following formats:
. Mall-Based Stores. Wilsons currently plans to open 12 to 17 new
traditional mall-based stores per year in markets or regional malls that
management believes offer growth opportunities and significant profit
potential.
. Airport Stores. High traffic business traveler and tourist locations
offer significant growth opportunities for the Company. These locations
generally offer more accessories, including travel luggage and executive
accessories. These stores typically generate higher revenue per square
foot and are subject to less seasonal variation than traditional mall-
based stores. Wilsons has opened 12 airport locations since 1993 and
currently plans to open at least six airport stores per year for the
next several years.
. Seasonal Concepts. Wilsons has developed the expertise required to
successfully open holiday stores and seasonal kiosks that operate in
malls for three to four months each year. Typically, holiday stores
temporarily occupy vacant store space in malls where the Company does
not operate a traditional store. Holiday stores allow the Company to
evaluate the potential of new markets and malls as permanent locations
for new Wilsons' mall-based stores. Seasonal kiosks are generally
designed to complement and enhance the operation of the traditional
Wilsons stores in the same mall. Wilsons currently plans to open
approximately 200 holiday stores and 100 seasonal kiosks in 1997.
The Company is also exploring the use of different store concepts, layouts and
merchandise offerings within its portfolio of mall-based stores and may also
consider wholesaling opportunities that fit its distribution strategy.
GENERAL
The Company was organized as a Minnesota corporation in May 1996 to acquire
all of the issued and outstanding capital stock of Wilsons Center, Inc. (the
"Wilsons Shares"), the holding company of the Predecessor Companies. On May 26,
1996, the Company, which was ultimately owned by management and an investor
group, acquired the Wilsons Shares from CVS, the parent company to the
Predecessor Companies. See "The Acquisition." The Company's principal executive
offices are located at 7401 Boone Avenue North, Brooklyn Park, Minnesota 55428
and its telephone number is (612) 391-4000.
Wilsons' common stock is traded on the Nasdaq National Market under the
symbol "WLSN." The closing share price of the common stock on October 1, 1997
was $11.50 per share.
8
<PAGE>
THE EXCHANGE OFFER
The Exchange Offer........ The Company is hereby offering to exchange $1,000
principal amount of Exchange Notes for each $1,000
principal amount of Private Notes that are properly
tendered and accepted. The Company will issue
Exchange Notes on or promptly after the Expiration
Date. As of the date hereof, there is $75,000,000
aggregate principal amount of Private Notes
outstanding. See "The Exchange Offer."
Based on an interpretation by the staff of the
Commission set forth in no-action letters issued to
third parties, the Company believes that the
Exchange Notes issued pursuant to the Exchange
Offer in exchange for Private Notes may be offered
for resale, resold and otherwise transferred by a
holder thereof (other than (i) a broker-dealer who
purchases such Exchange Notes directly from the
Company to resell pursuant to Rule 144A or any
other available exemption under the Securities Act
or (ii) a person that is an affiliate of the
Company within the meaning of Rule 405 under the
Securities Act) without compliance with the
registration and prospectus delivery provisions of
the Securities Act; provided that the holder is
acquiring Exchange Notes in the ordinary course of
its business and is not participating, and had no
arrangement or understanding with any person to
participate, in the distribution of the Exchange
Notes. (See, e.g., Exxon Capital Holdings Corp.,
SEC No-Action Letter (available April 13, 1989) and
Morgan Stanley & Co. Inc., SEC No-Action Letter
(available June 5, 1991), collectively, the "No-
Action Letters.") Holders who tender their Private
Notes in the Exchange Offer with the intention of
participating in a distribution of the Exchange
Notes will not be able to rely on the No-Action
Letters or similar no-action letters.
Each broker-dealer that receives Exchange Notes for
its own account in exchange for Private Notes,
where such Private Notes were acquired by such
broker-dealer as a result of market-making
activities or other trading activities, must
acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes.
See "The Exchange Offer--Resale of the Exchange
Notes."
Registration Rights The Private Notes were sold by the Company on
Agreement................. August 18, 1997 to BancAmerica Securities, Inc.
(the "Initial Purchaser") pursuant to a Purchase
Agreement, dated August 14, 1997, by and among the
Company, the Initial Purchaser and the Guarantors
(the "Purchase Agreement"). Pursuant to the
Purchase Agreement, the Company, the Initial
Purchaser and the Guarantors entered into a
Registration Rights Agreement, dated as of August
18, 1997 (the "Registration Rights Agreement"),
which grants the holders of the Private Notes
certain exchange and registration rights. The
Exchange Offer is intended to satisfy certain of
such rights, which, except as otherwise noted under
"Description of Senior Notes--Registration Rights;
Liquidated Damages," will terminate with regard to
Private Notes exchanged for Exchange Notes upon the
consummation of the Exchange Offer. See "The
Exchange Offer--Termination of Certain Rights."
9
<PAGE>
Expiration Date........... The Exchange Offer will expire at 5:00 p.m., New
York City time, on , 1997, unless the Exchange
Offer is extended by the Company in its sole
discretion, in which case the term "Expiration
Date" shall mean the latest date and time to which
the Exchange Offer is extended. See "The Exchange
Offer--Expiration Date; Extensions; Amendments."
Accrued Interest on the
Exchange Notes and the The Exchange Notes will bear interest from and
Private Notes............. including the date of issuance of the Private Notes
(August 18, 1997). Holders whose Private Notes are
accepted for exchange will be deemed to have waived
the right to receive any interest accrued on the
Private Notes. See "The Exchange Offer--Interest on
the Exchange Notes."
Conditions to the The Exchange Offer is subject to certain customary
Exchange Offer............ conditions that may be waived by the Company. The
Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Private Notes being
tendered for exchange. See "The Exchange Offer--
Conditions."
Procedures for Tendering
Private Notes............. Each holder of Private Notes wishing to accept the
Exchange Offer must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, in
accordance with the instructions contained herein
and therein, and mail or otherwise deliver such
Letter of Transmittal, or such facsimile, together
with such Private Notes and any other required
documentation, to Norwest Bank Minnesota, National
Association, as exchange agent (the "Exchange
Agent"), at the address set forth herein. By
executing the Letter of Transmittal, the holder
will represent to and agree with the Company that,
among other things, (i) the Exchange Notes to be
acquired by such holder of Private Notes in
connection with the Exchange Offer are being
acquired by such holder in the ordinary course of
its business, (ii) such holder has no arrangement
or understanding with any person to participate in
a distribution of the Exchange Notes, (iii) that if
such holder is a broker-dealer registered under the
Exchange Act or is participating in the Exchange
Offer for the purposes of distributing the Exchange
Notes, such holder will comply with the
registration and prospectus delivery requirements
of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes
acquired by such person and cannot rely on the
position of the staff of the Commission set forth
in the No-Action Letters (see "The Exchange Offer--
Resale of Exchange Notes"), (iv) such holder
understands that a secondary resale transaction
described in clause (iii) above and any resales of
Exchange Notes obtained by such holder in exchange
for Private Notes acquired by such holder directly
from the Company should be covered by an effective
registration statement containing the selling
securityholder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the
Commission, and (v) such holder is not an
10
<PAGE>
"affiliate," as defined in Rule 405 under the
Securities Act, of the Company. Holders who tender
their Private Notes in the Exchange Offer with the
intention of participating in a distribution of the
Exchange Notes will not be able to rely on the No-
Action Letters or similar no-action letters. If the
holder is a broker-dealer that will receive
Exchange Notes for its own account in exchange for
Private Notes that were acquired as a result of
market-making activities or other trading
activities, such holder will be required to
acknowledge in the Letter of Transmittal that such
holder will deliver a prospectus in connection with
any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, such
holder will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities
Act. See "The Exchange Offer--Procedures for
Tendering."
Special Procedures for
Beneficial Owners......... Any beneficial owner whose Private Notes are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and
who wishes to tender such Private Notes in the
Exchange Offer should contact such registered
holder promptly and instruct such registered holder
to tender on such beneficial owner's behalf. If
such beneficial owner wishes to tender on such
owner's own behalf, such owner must, prior to
completing and executing the Letter of Transmittal
and delivering such owner's Private Notes, either
make appropriate arrangements to register ownership
of the Private Notes in such owner's name or obtain
a properly completed bond power from the registered
holder. The transfer of registered ownership may
take considerable time and may not be able to be
completed prior to the Expiration Date. See "The
Exchange Offer--Procedures for Tendering."
Guaranteed Delivery Holders of Private Notes who wish to tender their
Procedures................ Private Notes and whose Private Notes are not
immediately available or who cannot deliver their
Private Notes, the Letter of Transmittal or any
other documentation required by the Letter of
Transmittal to the Exchange Agent prior to the
Expiration Date must tender their Private Notes
according to the guaranteed delivery procedures set
forth under "The Exchange Offer--Guaranteed
Delivery Procedures."
Acceptance of the Private
Notes and Delivery of the Subject to the satisfaction or waiver of the
Exchange Notes............ conditions to the Exchange Offer, the Company will
accept for exchange any and all Private Notes that
are properly tendered in the Exchange Offer prior
to the Expiration Date. The Exchange Notes issued
pursuant to the Exchange Offer will be delivered on
the earliest practicable date following the
Expiration Date. See "The Exchange Offer--Terms of
the Exchange Offer."
Withdrawal Rights......... Tenders of Private Notes may be withdrawn at any
time prior to the Expiration Date. See "The
Exchange Offer--Withdrawal of Tenders."
11
<PAGE>
Certain Federal Income
Tax Consequences.......... For a discussion of certain material federal income
tax considerations relating to the exchange of the
Exchange Notes for the Private Notes, see "Certain
Federal Income Tax Considerations."
Exchange Agent............
Norwest Bank Minnesota, National Association, is
serving as the Exchange Agent in connection with
the Exchange Offer.
12
<PAGE>
THE EXCHANGE NOTES
The Exchange Offer applies to $75,000,000 in aggregate principal amount of
the Private Notes. The form and terms of the Exchange Notes are the same as the
form and terms of the Private Notes except that (i) the exchange will have been
registered under the Securities Act and, therefore, the Exchange Notes will not
bear legends restricting the transfer thereof, and (ii) holders of the Exchange
Notes will not be entitled to certain rights of holders of the Private Notes
under the Registration Rights Agreement, which rights, except as otherwise
noted under "Description of Senior Notes--Registration Rights; Liquidated
Damages," will terminate upon consummation of the Exchange Offer. The Exchange
Notes will evidence the same indebtedness as the Private Notes (which they
replace) and will be issued under, and be entitled to the benefits of, the
Indenture. For further information and for definitions of certain capitalized
terms used below, see "Description of Senior Notes."
Issuer...................... Wilsons The Leather Experts Inc.
Securities Offered.......... $75,000,000 principal amount of 11 1/4% Series B
Senior Notes due 2004.
Maturity Date............... August 15, 2004.
Interest Payment Dates...... February 15 and August 15, commencing on February
15, 1998.
Mandatory Sinking Fund or
Redemption..................
None.
Optional Redemption......... The Senior Notes may be redeemed, in whole or in
part, at any time on or after August 15, 2001, at
the option of the Company, at the redemption
prices set forth herein, plus, in each case,
accrued and unpaid interest to the date of
redemption. In addition, at any time prior to
August 15, 2000, the Company may, at its option,
redeem up to 25% of the aggregate principal
amount of the Senior Notes at a redemption price
of 111.25% of the principal amount thereof, plus
accrued and unpaid interest to the date of
redemption, with the net cash proceeds of a
public offering of the Company's common stock,
provided that at least 75% of the original
aggregate principal amount of the Senior Notes
remains outstanding immediately after the
occurrence of such redemption.
Change of Control........... In the event of a Change of Control, holders of
the Senior Notes will have the right to require
the Company to make an offer to purchase their
Senior Notes, in whole or in part, at a price
equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest to the
date of purchase.
Ranking/Guarantees.......... The Senior Notes will be general unsecured
obligations of the Company and will rank senior
in right of payment to all existing and future
subordinated Indebtedness of the Company and will
rank pari passu in right of payment with all
other current and future unsubordinated
Indebtedness of the Company. The payment of
principal and interest on the Senior Notes will
be fully and unconditionally guaranteed
(the "Guarantees") on a joint and several basis
by each of the Company's domestic Subsidiaries
(the "Guarantors"). The Guarantees will be senior
unsecured obligations and will rank senior in
right of payment to all existing and future
Indebtedness of the Guarantors that is
subordinated to such Guarantees and will rank
pari passu in right of payment with
13
<PAGE>
all other current and future unsubordinated
obligations of the Guarantors. An indirect
Subsidiary of the Company, Wilsons Leather
Holdings Inc. ("WLHI"), is the borrower under the
Senior Credit Facility, and the Company and its
other direct and indirect domestic Subsidiaries
are guarantors under the Senior Credit Facility.
Such borrowings and guarantees are secured by
substantially all of the assets of the Company
and the respective Guarantors. Accordingly, the
Senior Notes and the Guarantees will be
effectively subordinated to all obligations under
the Senior Credit Facility and the guarantees of
such loans to the extent of the value of the
assets securing such loans and guarantees. As of
August 2, 1997, on a pro forma basis, there would
have been $43.9 million of senior Indebtedness
outstanding under the Senior Credit Facility
(consisting solely of outstanding letters of
credit) and there would have been no other senior
Indebtedness and no subordinated Indebtedness
outstanding. The terms of the Indenture pursuant
to which the Senior Notes will be issued will
permit the Company and the Guarantors to incur
additional Indebtedness, subject to certain
limitations. See "Description of Senior Notes."
Certain Covenants........... The Indenture will, among other things, limit the
ability of the Company and its Subsidiaries to:
incur additional Indebtedness; make certain
restricted payments; make certain investments;
grant liens on assets; sell assets; enter into
transactions with Affiliates; issue Capital Stock
of Subsidiaries; and merge, consolidate or
transfer substantially all of their assets.
Global Notes................ The Senior Notes initially will be represented by
a global note or notes in fully registered form
and will be deposited with a custodian for, and
registered in the name of a nominee of, DTC.
Beneficial interests in a global note will be
shown on, and transfers thereof will be effected
through, records maintained by DTC and its
participants. Institutional "accredited
investors" that are not Qualified Institutional
Buyers ("QIBs") will receive certificates for the
Senior Notes owned by them, which cannot be
transferred through the facilities of DTC, except
to QIBs and institutional "accredited investors."
Registration Rights;
Liquidated Damages..........
Under certain circumstances, the Company may be
required to cause to become effective under the
Securities Act a Shelf Registration Statement (as
defined in the Registration Rights Agreement)
with respect to the resale of the Senior Notes
and keep such Shelf Registration Statement
effective until two years after the effective
date thereof. In the event the registration
requirements are not met, a Registration Default
shall be deemed to have occurred and specified
Liquidated Damages will become payable with
respect to the Senior Notes until such
Registration Default has been cured.
Use of Proceeds............. The Company will not receive proceeds from the
Exchange Offer. The net proceeds to the Company
from the issuance and sale of the Private Notes
were approximately $72.1 million. The Company
intends to use the net proceeds as follows: (i)
$56.5 million were
14
<PAGE>
used to repurchase its outstanding 10.0% Senior
Secured Subordinated Note (the "CVS Note") and
pay accrued interest thereon; and (ii) $15.6
million will be used for general corporate
purposes, including capital expenditures and
additional store openings.
Risk Factors................ See "Risk Factors" for a discussion of certain
factors that should be considered by holders of
the Private Notes in evaluating the Exchange
Offer, including factors affecting forward-
looking statements.
15
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables present summary historical and pro forma consolidated
financial data of the Company, which should be read in conjunction with the
consolidated historical and pro forma financial statements and notes thereto
included elsewhere in this Prospectus and in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
summary historical consolidated financial data as of February 1, 1997 and for
the period from inception (May 26, 1996) to February 1, 1997 have been derived
from the consolidated financial statements of the Company audited by Arthur
Andersen LLP. The summary consolidated financial data as of December 31, 1994
and 1995, for the years ended December 31, 1994 and 1995 and for the five-month
period ended May 25, 1996 have been derived from the consolidated financial
statements of the Predecessor Companies audited by KPMG Peat Marwick LLP. The
consolidated financial data for the five-month period ended May 27, 1995 and
for the eight months ended January 27, 1996 have been derived from unaudited
consolidated financial statements of the Predecessor Companies. The
consolidated financial data for the twenty-seven week period ended August 3,
1996 have been derived from unaudited financial statements of the Predecessor
Companies (seventeen weeks ended May 25, 1996) and from financial statements of
the Company audited by Arthur Andersen LLP (ten weeks ended August 3, 1996).
The consolidated financial data for the twenty-six week period ended August 2,
1997 have been derived from unaudited consolidated financial statements of the
Company. The pro forma statement of operations data, the store operations data
and the balance sheet data as of and for the periods set forth below are
unaudited. In the opinion of management, the unaudited information contains all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of the financial position and results of operations for the
periods presented. The results of operations for the five months ended May 27,
1995 and May 25, 1996, for the eight months ended January 27, 1996, for the
period from inception (May 26, 1996) to February 1, 1997, and for the twenty-
seven weeks and twenty-six weeks ended August 3, 1996 and August 2, 1997,
respectively, are not necessarily indicative of the results of operations for
the entire year. Prior to the Acquisition, the Predecessor Companies were
operated as part of CVS. The historical consolidated financial data presented
herein reflect certain periods during which the Company did not operate as an
independent company. Such information, therefore, may not reflect the results
of operations or the financial condition of the Company which would have
resulted had the Company operated as an independent company during such earlier
reporting periods, and are not necessarily indicative of the Company's future
results or financial condition.
16
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
(IN MILLIONS EXCEPT STORE AND RATIO DATA)
<TABLE>
<CAPTION>
COMBINED
PREDECESSOR COMPANIES COMPANY COMPANIES(/3/) COMPANY
----------------------------------------------- ----------- -------------- ---------
PERIOD FROM TWENTY-
YEARS ENDED FIVE MONTHS EIGHT INCEPTION PRO SIX
DECEMBER 31, ENDED MONTHS (MAY 26, FORMA (/1/) WEEKS
---------------- ---------------- ENDED 1996) TO YEAR ENDED TWENTY-SEVEN ENDED
MAY 27, MAY 25, JANUARY 27, FEBRUARY 1, FEBRUARY 1, WEEKS ENDED AUGUST 2,
1994 1995 1995 1996 1996 1997 1997(/2/) AUGUST 3, 1996 1997
------- ------- ------- ------- ----------- ----------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales.............. $ 474.6 $ 462.4 $ 124.7 $ 109.6 $ 367.6 $ 345.1 $ 422.6 $108.2 $ 93.4
Costs and expenses:
Cost of goods sold,
buying and occupancy
costs................. 329.4 317.0 99.9 86.2 238.5 222.1 285.2 90.9 84.2
Selling, general and
administrative
expenses............. 130.2 114.9 45.9 34.8 76.4 75.8 102.4 41.3 36.5
Depreciation and
amortization......... 22.3 21.4 9.0 4.7 13.3 1.0 1.4 3.8 0.9
Restricted stock
compensation
expense.............. -- -- -- -- -- 1.5 10.0 -- 0.9
Restructuring and
asset impairment
charges.............. -- 182.2 -- -- 182.2 -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------ ------
Income (loss) from
operations............ (7.3) (173.1) (30.1) (16.1) (142.8) 44.7 23.6 (27.8) (29.1)
Interest expense, net.. 8.4 10.4 3.4 1.6 7.4 5.3 10.3 2.4 1.9
------- ------- ------- ------- ------- ------- ------- ------ ------
Income (loss) before
income taxes.......... (15.7) (183.5) (33.5) (17.7) (150.2) 39.4 13.3 (30.2) (31.0)
Income tax provision
(benefit)............. (3.1) (10.1) (5.5) (6.6) (4.6) 15.5 9.3 (11.1) (11.2)
------- ------- ------- ------- ------- ------- ------- ------ ------
Net income (loss)...... $ (12.6) $(173.4) $ (28.0) $ (11.1) $(145.6) $ 23.9 $ 4.0 $(19.1) $(19.8)
======= ======= ======= ======= ======= ======= ======= ====== ======
OTHER DATA:
Adjusted EBITDA (/4/).. $ 15.0 $ 30.5 $ (21.1) $ (11.4) $ 52.7 $ 47.2 $ 35.0 $(24.0) $(27.3)
Capital expenditures... 20.7 10.1 2.9 3.6 7.5 5.9 9.3 4.3 2.6
</TABLE>
<TABLE>
<CAPTION>
COMBINED ACTUAL PRO FORMA(/1/)
--------------- --------------
<S> <C> <C>
LATEST TWELVE MONTHS ENDED AUGUST 2, 1997:
Net sales...................................... $410.0 $410.0
Adjusted EBITDA (/4/).......................... 31.4 31.4
Cash interest expense (/5/).................... 2.0 9.9
Ratio of Adjusted EBITDA/cash interest expense
(/6/)......................................... 15.7x 3.2x
Ratio of total long-term debt/Adjusted EBITDA
(/7/)......................................... 2.0x 2.4x
</TABLE>
<TABLE>
<CAPTION>
COMBINED
PREDECESSOR COMPANIES COMPANY COMPANIES(/3/) COMPANY
----------------------------------------------------- ----------- -------------- ---------
PERIOD FROM TWENTY-
YEARS ENDED EIGHT INCEPTION PRO SIX
DECEMBER 31, FIVE MONTHS ENDED MONTHS (MAY 26, FORMA (/1/) WEEKS
--------------- -------------------- ENDED 1996) TO YEAR ENDED TWENTY-SEVEN ENDED
MAY 27, MAY 25, JANUARY 27, FEBRUARY 1, FEBRUARY 1, WEEKS ENDED AUGUST 2,
1994 1995 1995 1996 1996 1997 1997(/2/) AUGUST 3, 1996 1997
------ ------ -------- -------- ----------- ----------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STORE DATA:
Traditional stores:
Open at end of period.. 628 548 567 480 494 461 461 477 452
Net sales per square
foot for stores open
entire year........... $ 340 $ 373 -- -- -- -- $389 -- --
Change in comparable
store sales (/8/)..... (5.1)% (1.5)% 4.4% 3.9% (3.1)% (2.7)% (1.3)% 0.0% (5.8)%
Peak number of seasonal
stores during period... 135 227 -- -- 227 376 376 -- --
</TABLE>
<TABLE>
<CAPTION>
COMPANY
---------------
AUGUST 2, 1997
---------------
PRO
ACTUAL FORMA (/1/)(/9/)
------- -------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 24.1 $ 39.8
Working capital....................................... 76.3 90.4
Total assets.......................................... 140.0 158.6
Total long-term debt (/7/)............................ 62.5 75.0
Shareholders' equity.................................. 33.5 37.9
</TABLE>
17
<PAGE>
- --------
(1) See "Pro Forma Unaudited Consolidated Financial Statements."
(2) The pro forma period for the year ended February 1, 1997 includes results
of operations for 53 weeks.
(3) The twenty-seven weeks ended August 3, 1996 represent a period which
combines the results of operations of the Predecessor Companies prior to
the Acquisition from January 28, 1996 through May 25, 1996, and the Company
after the Acquisition from May 26, 1996 through August 3, 1996.
(4) EBITDA represents income (loss) from operations, plus depreciation and
amortization. Adjusted EBITDA represents EBITDA plus Restricted Stock (as
defined herein) compensation expense and Restructuring and asset impairment
charges. Adjusted EBITDA in 1995 and for the eight months ended January 27,
1996 includes the Restructuring and asset impairment charges of $182.2
million. Adjusted EBITDA for the period from inception (May 26, 1996) to
February 1, 1997, pro forma for the year ended February 1, 1997 and for the
twenty-six weeks ended August 2, 1997 includes the Restricted Stock
compensation expense of $1.5 million, $10.0 million and $0.9 million,
respectively. EBITDA and Adjusted EBITDA are not intended to represent cash
flow from operations as defined by GAAP and should not be considered as an
alternative to cash flow or as a measure of liquidity or as an alternative
to net earnings as indicative of operating performance. Adjusted EBITDA is
included herein because management believes that certain investors find it
a useful tool for measuring the Company's ability to service its debt.
(5) Cash interest expense represents net interest expense less non-cash
interest on the CVS Note and amortization of deferred financing fees.
(6) This ratio differs from the Fixed Charge Coverage Ratio as defined under
the Indenture. See "Description of Senior Notes."
(7) Actual total long-term debt includes $1.2 million of accrued interest on
the CVS Note that was paid upon repurchase of the CVS Note on August 18,
1997. Total long-term debt does not include $43.9 million of outstanding
letters of credit as of August 2, 1997.
(8) Comparable store sales means sales generated by stores open at least one
full year.
(9) The pro forma balance sheet data as of August 2, 1997 reflects the pro
forma adjustments for the Offering and the application of the net proceeds
therefrom.
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RISK FACTORS
Prospective investors in the Exchange Notes should consider carefully the
following risk factors, in addition to the other information contained in this
Prospectus concerning the Company and its business, before investing in the
Exchange Notes offered hereby. In addition, this Prospectus contains forward-
looking statements that involve risks and uncertainties. Discussions
containing such forward-looking statements may be found in the material set
forth under "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business--
Overview," "--Business Strategy," "--Growth Strategy," "--Vertically
Integrated Operations," "--Store Formats,""--Marketing and Advertising," "--
Distribution," "--Management Information Systems" and "Pro Forma Unaudited
Consolidated Financial Statements," as well as in the Prospectus generally.
The Company's actual results could differ materially from those anticipated in
or suggested by such forward-looking statements as a result of certain
factors, including those set forth in the following risk factors and elsewhere
in this Prospectus.
LEVERAGE AND DEBT SERVICE; CAPITAL REQUIREMENTS
The Company and the Guarantors have and will continue to have substantial
Indebtedness and significant debt service obligations, especially during
periods of seasonal borrowings under the Senior Credit Facility, which reached
peaks of $48.2 million in outstanding borrowings and $60.9 million in
outstanding letters of credit during the third and second quarters,
respectively, of 1996. On a pro forma basis, the Company's consolidated
Indebtedness and stockholders' equity as of August 2, 1997 would have been
$118.9 million (which includes the Senior Notes and $43.9 million of
outstanding letters of credit) and $37.9 million, respectively. Of such total
debt, $43.9 million (outstanding letters of credit) would have been secured
Indebtedness effectively ranking senior to Guarantees of the Senior Notes. In
addition, subject to the restrictions contained in the Senior Credit Facility
and the Indenture, the Company and the Guarantors may incur additional
Indebtedness from time to time to finance acquisitions, for capital
expenditures and for other purposes. At August 2, 1997 on a pro forma basis,
the restrictions imposed under the Indenture would have permitted the Company
and the Guarantors to incur up to an additional $12.0 million in Indebtedness
under the Senior Credit Facility plus an additional $6.0 million of capital
leases or purchase money debt effectively ranking senior to the Senior Notes
and the Guarantees, immediately after consummation of the Offering. See
"Capitalization," "Pro Forma Unaudited Consolidated Financial Statements" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
The Company's level of consolidated Indebtedness will have several important
effects on its future operations, including: (i) a substantial portion of the
Company's consolidated cash flow from operations must be dedicated to the
payment of interest on its Indebtedness and will not be available for other
purposes; (ii) covenants contained in the Senior Credit Facility require the
Company and the Guarantors to meet certain financial tests; (iii) such
covenants, the Indenture and certain other restrictions may limit the
Company's ability to borrow additional funds or dispose of assets and may
affect the Company's flexibility in planning for, and reacting to, changes in
its business, including possible acquisition activities; and (iv) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate or other
purposes may be impaired. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources," "Description of Senior Notes" and "Description of Senior Credit
Facility."
The Company's ability to meet its consolidated debt service obligations and
reduce its Indebtedness will be dependent upon the Company's future
performance, which will be subject to general economic conditions and
financial, business and other factors affecting the operations of the Company,
many of which are beyond its control, including those identified as "Risk
Factors" herein. Based upon the current and anticipated level of operations,
the Company believes, however, that its consolidated cash flow from
operations, together with
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amounts available under the Senior Credit Facility and remaining net proceeds
from the sale of the Senior Notes, should be adequate to meet its anticipated
requirements for working capital, capital expenditures and interest payments
until expiration of the facility in 1999, when the Company expects to extend
or replace such facility. There can be no assurance, however, that the
Company's business will continue to generate consolidated cash flow at or
above current levels. If the Company is unable to generate sufficient
consolidated cash flow from operations in the future to service its
consolidated debt, it may be required to refinance all or a portion of
existing debt, including the Senior Notes, or to obtain additional financing.
There can be no assurance that the Senior Credit Facility will be extended or
replaced upon expiration thereof, or that any such refinancing would be
possible, that any additional financing could be obtained or that any
refinancing or additional financing would be on terms which are favorable to
the Company. The inability to obtain additional financing or refinancing on
favorable terms could have a material adverse effect on the Company's
business, financial condition, results of operations and debt service ability.
EFFECTIVE SUBORDINATION OF SENIOR NOTES
WLHI has the ability to borrow up to $150.0 million on a revolving credit
basis under the Senior Credit Facility, subject to borrowing base limitations,
with a $90.0 million sublimit for letters of credit. As of August 2, 1997,
there was approximately $43.9 million outstanding under the Senior Credit
Facility, consisting solely of letters of credit. The Senior Credit Facility
(including borrowings and outstanding letters of credit) and guarantees
thereof by the Company and its domestic Subsidiaries are secured by liens on
substantially all of the assets of the Company and the Guarantors.
Accordingly, the lenders under the Senior Credit Facility will have claims
with respect to the assets constituting collateral for any Indebtedness
(including outstanding letters of credit) thereunder that will be satisfied
prior to the unsecured claims of holders of the Senior Notes. See "Description
of Senior Credit Facility." In addition, the Indenture does not prohibit,
although it restricts, the Company and the Guarantors from incurring
additional secured Indebtedness. See "Description of Senior Notes." The Senior
Notes will be effectively subordinated to the Senior Credit Facility and any
other secured Indebtedness, to the extent of such security interests. In the
event of a default on the Senior Notes or a bankruptcy, liquidation or
reorganization of the Company or any Guarantor, the assets subject to such
security interests will be available to satisfy obligations of the secured
debt before any payment could be made on the Senior Notes or the Guarantees.
Accordingly, there may only be a limited amount of assets available to satisfy
any claims of the holders of Senior Notes upon an acceleration of the Senior
Notes. To the extent that the value of such collateral is insufficient to
satisfy such secured Indebtedness, amounts remaining outstanding on such
secured Indebtedness would be entitled to share pari passu with the Senior
Notes and other unsecured, unsubordinated claimants (including trade
creditors) with respect to any other assets of the Company and the Guarantors.
At August 2, 1997, on a pro forma basis, the Senior Notes would have been
effectively subordinated to $43.9 million of secured Indebtedness, with
increases in such amounts expected as the Company approaches its peak seasonal
consolidated borrowings under the Senior Credit Facility.
HOLDING COMPANY STRUCTURE
Because the Company conducts substantially all of its operations through its
Subsidiaries, it is required to rely entirely upon payment from its
Subsidiaries for the funds necessary to meet its obligations, including the
payment of interest on and principal of the Senior Notes. The ability of the
Subsidiaries to make such payments will be subject to, among other things,
applicable state laws and the payment limitations in the Senior Credit
Facility. Claims of creditors of the Company's Subsidiaries will generally
have priority as to the assets of such Subsidiaries over the claims of
creditors of the Company.
Although the Guarantees provide the holders of the Senior Notes with a
direct claim against the assets of the Guarantors, enforcement of the
Guarantees against any Guarantor would be subject to certain "suretyship"
defenses available to guarantors generally, and such enforcement would also be
subject to certain defenses available to the Subsidiary Guarantors in certain
circumstances. See "--Fraudulent Conveyance Risks." Although the Indenture
contains waivers of most "suretyship" defenses, there can be no assurance that
those
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waivers would be enforced by a court in a particular case. To the extent that
the Guarantees are not enforceable for any reason, the Senior Notes and
Guarantees would be effectively subordinated to all liabilities of the
Guarantors, including trade payables of such Guarantors. In addition, the
Senior Credit Facility contains covenants limiting the Subsidiaries' ability
to pay dividends and make advances to the Company. Except with respect to the
Guarantees, none of the Subsidiaries are obligated or required to pay any
amounts due pursuant to the Senior Notes or to make funds available therefor
in the form of dividends or advances to the Company. The Senior Credit
Facility will generally permit Subsidiaries to pay dividends in amounts
sufficient to pay interest on the Senior Notes; however, such dividends may
not be paid in the event of a payment default under the Senior Credit
Facility. The payment of dividends to the Company by its Subsidiaries is also
contingent upon the earnings of those Subsidiaries and board approval of those
Subsidiaries.
DECLINE IN COMPARABLE STORE SALES; LOSSES
The Company's comparable store sales declines were 5.8% for the first two
quarters of 1997, and 1.3%, 1.5%, 5.1% and 13.8% during 1996, 1995, 1994 and
1993, respectively. The comparable store sales decrease for the twenty-six
week period ended August 2, 1997 was primarily attributable to less low-priced
clearance merchandise associated with fewer closed stores in the immediately
preceding quarter compared to the period one year earlier. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
Company believes that the comparable store sales decline for the year 1996 was
primarily the result of weak demand for the Company's current fashion
merchandise in the fourth quarter in the midwest area of the United States.
The Company believes that the declines from 1993 through 1995 were primarily
attributable to an industry-wide decline in sales of retail leather apparel,
and outerwear in general, and due in part to a shift in consumer discretionary
spending away from apparel. Continuation of comparable store sales declines
could have a material adverse effect on the Company's business, financial
condition, results of operations and debt service ability.
As part of the Restructuring, the Company incurred non-recurring
Restructuring and asset impairment charges aggregating $182.2 million in
October 1995, which resulted in a net loss of $173.4 million for 1995. The
Company incurred a net loss of $12.6 million in 1994, due in large part to:
(i) decreases in comparable store sales; (ii) increases in cost of goods sold
and buying and occupancy costs; and (iii) an increase in operating expenses
associated with the 40 new stores opened in 1993 and the 31 Georgetown Leather
Design stores acquired in 1993.
As a result of the completion of the Offering and the immediate vesting of
the remaining shares of Restricted Stock, the Company will be required to
record a non-cash, after-tax charge of $8.5 million ($900,000 of which was
recorded in the twenty-six weeks ended August 2, 1997) that will be partially
offset by an extraordinary after-tax gain arising from the repurchase of the
CVS Note of $3.8 million. Such net charge will significantly and adversely
impact the Company's income (loss) from operations and net income (loss) for
the fiscal quarter ending November 1, 1997 and for the fiscal year ending
January 31, 1998. There can be no assurance that the Company will not incur
additional losses in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
CHANGING FASHION TRENDS AND CONSUMER PREFERENCES
The Company's sales and profitability depend upon the continued demand by
its customers for leather apparel and accessories. The Company believes that
its success depends in large part upon its ability to anticipate, gauge and
respond in a timely manner to changing consumer demands and fashion trends and
upon the appeal of leather to the Company's customers. When leather apparel is
not generally in fashion (as was the case in the early 1990s), the Company's
results of operations are adversely affected. There can be no assurance that
the demand for leather apparel or accessories will not decline or that the
Company will be able to anticipate, gauge and respond to changes in fashion
trends. A decline in the demand for leather apparel and accessories or a
misjudgment in fashion trends by the Company could have a material adverse
effect on the Company's business, financial condition, results of operations
and debt service ability.
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ADVERSE ECONOMIC CONDITIONS AND CONSUMER SHOPPING PATTERNS
The Company's sales could be adversely affected by a weak retail
environment. Apparel retailers are subject to general economic conditions and
purchases of apparel may decline at any time, especially during recessionary
periods. In addition, the Company's financial performance is also sensitive to
changes in consumer spending trends and shopping patterns. Wilsons' stores are
located primarily in enclosed regional malls. Consequently, the ability of
Wilsons to sustain or increase its level of sales is dependent in part on the
continued popularity of malls as shopping destinations and the ability of
malls or tenants and other attractions to generate a high volume of customer
traffic. Mall traffic may be adversely affected by, among other things,
economic downturns, the closing of anchor department stores, weather,
accessibility to strip malls or alternative shopping formats (such as
catalogs) and changes in consumer preferences and shopping patterns, all of
which are beyond the Company's control. A decrease in the volume of mall
traffic and shifts in consumer discretionary spending to other products or a
general reduction in the level of such spending could adversely affect the
Company. The foregoing factors could have a material adverse effect on the
Company's business, financial condition, results of operations and debt
service ability.
SEASONALITY
A significant portion of the Company's sales is generated in the period from
October through December (55.6% for the twelve months ended February 1, 1997),
which includes the holiday selling season. During the period from the day
after Thanksgiving through January 4, 1997, the Company generated 34.9% of its
sales. Net sales are generally lowest during the period from April through
July. The Company typically does not become profitable, if at all, until the
fourth quarter of a given year. As a result, the Company's annual results of
operations have been, and will continue to be, heavily dependent on the
results of operations from October through December. Given the seasonality of
the business, misjudgments in fashion trends or unseasonably warm or severe
weather during the Company's peak selling season in a given year could have a
material adverse effect on the Company's business, financial condition,
results of operations and debt service ability. The Company's results of
operations may also fluctuate significantly as a result of a variety of other
factors, including merchandise mix, the timing and level of markdowns and
promotions, the net sales contributed by seasonal stores, timing of certain
holidays and the number of shopping days and weekends between Thanksgiving and
Christmas. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Seasonality and Inflation."
POTENTIAL INABILITY TO FUND REPURCHASE OF SENIOR NOTES UPON CHANGE OF CONTROL
Upon the occurrence of a Change of Control, each holder of Senior Notes will
have the right to require the Company to repurchase all or a portion of such
holder's Senior Notes at 101% of the principal amount thereof, plus accrued
and unpaid interest to the date of repurchase. If a Change of Control were to
occur, there can be no assurance that the Company would have sufficient
financial resources, or would be able to arrange financing, to pay the
repurchase price for all Senior Notes tendered by holders thereof. Further,
the provisions of the Indenture may not afford holders of Senior Notes
protection in the event of a highly leveraged transaction, reorganization,
restructuring, merger or similar transaction involving the Company that may
adversely affect holders of Senior Notes, if such transaction does not result
in a Change of Control. In addition, the terms of the Senior Credit Facility
limit the ability of the Guarantors to pay dividends to the Company and
therefore would limit the Company's ability to purchase any Senior Notes and
also identify certain events that would constitute a Change of Control, as
well as certain other events with respect to the Company or certain of its
Subsidiaries, that would constitute an event of default under the Senior
Credit Facility. Any future credit agreements or other agreements relating to
other Indebtedness to which the Company or the Guarantors become a party may
contain similar restrictions and provisions. In the event a Change of Control
occurs at a time when the Company is prohibited from purchasing Senior Notes,
the Company could seek the consent of its lenders to the purchase of Senior
Notes or could attempt to refinance the borrowings that contain such
prohibition. If the Company does not obtain such consent or repay such
borrowing, the Company would remain effectively prohibited from purchasing
Senior Notes. In such case, the Company's failure to purchase tendered Senior
Notes would constitute an Event of
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Default (as defined) under the Indenture, which would, in turn, constitute a
further default under the Senior Credit Facility and may constitute a default
under the terms of other Indebtedness that the Company or the Guarantors may
enter into from time to time. See "Description of Senior Credit Facility" and
"Description of Senior Notes--Repurchase at the Option of Holders--Change of
Control."
RESTRICTIONS IMPOSED BY TERMS OF SENIOR CREDIT FACILITY AND INDENTURE
The Senior Credit Facility and the Indenture contain numerous operating
covenants that will limit the discretion of management with respect to certain
business matters, and which will place significant restrictions on, among
other things, the ability of the Company to incur additional indebtedness, to
create liens or other encumbrances, to make certain payments or investments,
loans and guarantees and to sell or otherwise dispose of assets and merge or
consolidate with another entity. The Senior Credit Facility also contains
financial covenants that require the Company to meet a minimum fixed charge
coverage ratio, maintain a minimum net worth and limit capital expenditures.
See "Description of Senior Credit Facility" and "Description of Senior Notes--
Certain Covenants." A failure to comply with the obligations contained in the
Senior Credit Facility or the Indenture could result in an event of default
under the Senior Credit Facility or an Event of Default under the Indenture
that, if not cured or waived, could permit acceleration of the relevant debt
and acceleration of debt under other instruments that may contain cross-
acceleration or cross-default provisions. Other indebtedness of the Company
could contain amortization and other prepayment provisions, or financial or
other covenants, more restrictive than those applicable to the Senior Credit
Facility and the Senior Notes. The foregoing factors could have a material
adverse effect on the Company's business, financial condition, results of
operations and debt service ability.
FRAUDULENT CONVEYANCE RISKS
If a court in a lawsuit brought by an unpaid creditor or representative of
creditors, such as a trustee in bankruptcy or any Guarantor as a debtor-in-
possession, were to find under relevant federal or state fraudulent conveyance
statutes that any Guarantor did not receive fair consideration or reasonably
equivalent value for issuing its Guarantee, and that, at the time of such
incurrence, such Guarantor (i) was insolvent; (ii) was rendered insolvent by
reason of such incurrence or grant; (iii) was engaged in a business or
transaction for which the assets remaining with the Guarantor constituted
unreasonably small capital; or (iv) intended to incur, or believed that it
would incur, debts beyond its ability to pay such debts as they matured, then
such court, subject to applicable statutes of limitation, could void such
Guarantor's obligations under its Guarantee, subordinate such Guarantee to
other Indebtedness of such Guarantor, or take other action detrimental to the
holders of the Senior Notes.
The measure of insolvency for these purposes will depend upon the governing
law of the relevant jurisdiction. Generally, however, a company will be
considered insolvent for these purposes if the sum of that company's debts
(including contingent obligations) is greater than the fair value of all of
that company's property or if the present fair salable value of that company's
assets is less than the amount that will be required to pay its probable
liability on its existing debts (including contingent obligations) as they
become absolute and matured. Moreover, regardless of solvency, a court could
void an incurrence of Indebtedness, including the Senior Notes and the
Guarantees, if it determined that such transaction was made with the intent to
hinder, delay or defraud creditors. In addition, a court could subordinate
Indebtedness, including the Senior Notes and the Guarantees, to the claims of
all existing and future creditors on similar grounds.
There can be no assurance as to what standard a court would apply in order
to determine whether a Guarantor was "insolvent" upon consummation of the sale
of the Senior Notes or whether one or more Guarantors were "insolvent" upon
the incurrence of the Guarantees or that, regardless of the method of
valuation, a court would not determine that or one or more Guarantors was
insolvent as a result of the foregoing.
LIMITED OPERATING HISTORY AS A STAND-ALONE COMPANY
The Predecessor Companies were owned and controlled by CVS through May 25,
1996. Certain administrative functions, including treasury, tax, external
financial reporting, real estate, legal, risk management
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and employee benefits administration, were performed by CVS prior to the
Acquisition. In addition, as a subsidiary of CVS, the Company borrowed and
obtained letters of credit under credit facilities obtained by CVS at better
rates than the Company could have obtained on its own. Accordingly, operation
of Wilsons as an independent company may involve certain additional risks,
including risks associated with managing such functions independently, the
risk of increased general, administrative and borrowing costs and the risk of
increased costs and difficulties in securing store locations and negotiating
store leases without guarantees by CVS or an affiliate of CVS. There can be no
assurance that such costs will not materially exceed historical levels or that
other unforeseen costs or difficulties in entering into leases will not arise
following the Acquisition. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
RISKS OF FOREIGN CONTRACT MANUFACTURING AND IMPORTING
The Company imports most of its products from independent foreign contract
manufacturers located primarily in the Far East. Many of the Company's
domestic vendors import a substantial portion of their merchandise from
abroad. Risks inherent in foreign sourcing include economic and political
instability, transportation delays and interruptions, restrictive actions by
foreign governments, the laws and policies of the United States affecting the
importation of goods, including duties, quotas and taxes, trade and foreign
tax laws, fluctuations in currency exchange rates, and the possibility of
boycotts or other actions prompted by domestic concerns regarding foreign
labor practices or other conditions beyond the Company's control. In 1996,
Wilsons sourced more than 60% of its leather apparel from contract
manufacturers located in The People's Republic of China, which currently has
Most Favored Nation ("MFN") trading status with the United States. Although
the United States recently renewed China's MFN status, the issue faces
minority opposition in the two major political parties in the United States.
Furthermore, China's MFN status must be renewed annually and there can be no
assurance that such MFN status will continue as political conditions in the
United States and China evolve. Loss of MFN status by China or by any other
country from which Wilsons sources goods, or any imposition of new or
additional duties, quotas or taxes, could result in significantly higher
leather purchase and production costs for Wilsons and, as a result, could
negatively impact profitability, sale prices or demand for leather
merchandise. The Company's future performance will be subject to such factors,
which are beyond its control, and such factors could have a material adverse
effect on the Company's business, financial condition, results of operations
and debt service ability. See "Business--Product Design, Development and
Sourcing."
COMPETITION
The retail leather apparel and accessories industry is highly competitive.
Wilsons competes with a broad range of other retailers, including other
specialty leather apparel and accessories stores, department stores, mass
merchandisers and discounters, many of which have greater financial and other
resources than Wilsons. Increased competition may reduce sales, increase
operating expenses and decrease profit margins. Management believes that the
principal bases upon which Wilsons competes are selection, price, style,
quality, store location and service. The Company also competes for site
locations and sales associates in certain circumstances. There can be no
assurance that the Company will be able to compete successfully in the future.
The inability of Wilsons to compete effectively could have a material adverse
effect on the Company's business, financial condition, results of operations
and debt service ability. See "Business--Competition."
RISKS ASSOCIATED WITH FUTURE GROWTH
The Company's growth prospects are dependent upon a number of factors,
including, among other things, economic conditions, establishment and growth
of new selling channels, competition, consumer preferences and demand for
leather apparel, growth in the leather apparel and accessories market, the
retail environment in general, financing and working capital needs, the
ability of the Company to negotiate store leases on favorable terms, the
extended lead times required to negotiate airport store leases, the
availability of suitable new store locations, the ability to develop new
merchandise and the ability to hire and train qualified sales associates.
There can be no assurance that the Company will be able to effectively realize
its plans for future growth. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business."
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PRICE AND AVAILABILITY OF RAW MATERIAL
Leather comprises approximately two-thirds of the garment cost of leather
apparel. As a result, the Company's gross margin levels are influenced by the
price of leather. The supply of leather is influenced by worldwide meat
consumption, and the demand for leather is influenced primarily by the leather
shoe, furniture and auto upholstery markets. The availability and price of
leather may fluctuate significantly. Fluctuations in the availability and
price of leather or other raw materials used by the Company could have a
material adverse effect on the Company's business, financial condition,
results of operations and debt service ability.
DEPENDENCE ON KEY PERSONNEL
The success of the Company will be highly dependent upon the efforts of Joel
Waller, Chairman and Chief Executive Officer of Wilsons, David Rogers,
President and Chief Operating Officer of Wilsons, and other members of
Wilsons' senior management. Their experience and worldwide contacts in the
leather industry significantly benefit the Company. Although the Company has
entered into employment agreements with Messrs. Waller and Rogers, such
agreements do not contain any restrictions on competition. In addition, the
Restricted Stock held by management vested immediately upon repurchase of the
CVS Note, and these officers currently have no other long-term incentives in
place. The Company is evaluating other long-term incentives for key personnel,
but there is no assurance that Messrs. Waller, Rogers or other members of
executive management will not leave the Company. The loss of the services of
any of these individuals could have a material adverse effect on the Company's
business, financial condition, results of operations and debt service ability.
The Company does not maintain key-man life insurance on any of its executive
officers. See "Management."
ABSENCE OF ESTABLISHED PUBLIC MARKET AND RESTRICTIONS ON RESALE
As of the date hereof, the only registered holder of Private Notes is Cede &
Co., as the nominee of DTC. The Company believes that, as of the date hereof,
such holder is not an "affiliate" (as such term is defined in Rule 405 under
the Securities Act) of the Company. Prior to the Offering, there had been no
market for the Senior Notes and there can be no assurance that such a market
will develop or, if such a market develops, as to the liquidity of such
market. The Exchange Notes will not be listed on any securities exchange, but
the Private Notes are eligible for trading in the National Association of
Securities Dealers, Inc.'s Private Offering, Resales and Trading through
Automatic Linkages (PORTAL) market. The Exchange Notes are new securities for
which there is currently no market. The Exchange Notes may trade at a discount
from their initial offering price, depending upon prevailing interest rates,
the market for similar securities, the performance of the Company and other
factors. The Company has been advised by the Initial Purchaser that it intends
to make a market in the Exchange Notes, as well as the Private Notes, as
permitted by applicable laws and regulations; however, the Initial Purchaser
is not obligated to do so and any such market-making activities may be
discontinued at any time without notice. In addition, such market-making
activities may be limited during the Exchange Offer and the pendency of the
Shelf Registration Statement. Therefore, there can be no assurance that an
active market for the Notes will develop. See "The Exchange Offer" and "Plan
of Distribution."
CONTROL BY CURRENT SHAREHOLDERS
The Company's directors and executive officers beneficially own, in the
aggregate, 55.6% of the Company's outstanding shares of common stock. If these
shareholders vote together as a group, they will be able to control the
business and affairs of the Company, including the election of individuals to
the Company's Board of Directors, and to determine the outcome of certain
actions that require shareholder approval, including the adoption of
amendments to the Company's Amended Articles of Incorporation, and certain
mergers, sales of assets and other business acquisitions or dispositions. Each
shareholder that is subject to the Shareholder Agreement (as defined herein)
has agreed to vote all of the voting shares of common stock held by such
shareholder in favor of the election to the Board of Directors of two
individuals who will be nominated by a vote of a majority of the outstanding
shares of common stock held by the employees and their permitted
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transferees (as defined in the Shareholder Agreement) and, upon the vote of a
majority of the outstanding shares of common stock held by the employees and
their permitted transferees, to remove or replace such directors. Such voting
requirement shall terminate upon the earlier of: (i) the completion of an
underwritten public offering of the Company's common stock with gross proceeds
to the Company of at least $20.0 million or (ii) the general termination of
the Shareholder Agreement, which termination will be no later than May 25,
1998. Joel N. Waller, Chairman of the Board and Chief Executive Officer of the
Company, and David L. Rogers, President and Chief Operating Officer of the
Company, currently own a majority of the outstanding shares of common stock
held by the employees and their permitted transferees, and are therefore able
to nominate two directors. See "Certain Transactions--Shareholder Agreement."
FAILURE TO EXCHANGE PRIVATE NOTES
Exchange Notes will be issued in exchange for Private Notes only after
timely receipt by the Exchange Agent of such Private Notes, a properly
completed and duly executed Letter of Transmittal and all other required
documentation. Therefore, holders of Private Notes desiring to tender such
Private Notes in exchange for Exchange Notes should allow sufficient time to
ensure timely delivery. Neither the Exchange Agent nor the Company is under
any duty to give notification of defects or irregularities with respect to
tenders of Private Notes for exchange. Private Notes that are not tendered or
are tendered but not accepted will, following consummation of the Exchange
Offer, continue to be subject to the existing restrictions upon transfer
thereof. In addition, any holder of Private Notes who tenders in the Exchange
Offer for the purpose of participating in a distribution of the Exchange Notes
will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Private Notes, where such Private Notes were acquired by such
broker-dealer as a result of market-making activities or any other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. To the extent that Private Notes are
tendered and accepted in the Exchange Offer, the trading market for untendered
and tendered but unaccepted Private Notes could be adversely affected due to
the limited amount, or "float," of the Private Notes that are expected to
remain outstanding following the Exchange Offer. Generally, a lower "float" of
a security could result in less demand to purchase such security and could,
therefore, result in lower prices for such security. For the same reason, to
the extent that a large amount of Private Notes are not tendered or are
tendered and not accepted in the Exchange Offer, the trading market for the
Exchange Notes could be adversely affected. See "Plan of Distribution" and
"The Exchange Offer."
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
The Private Notes were sold by the Company on August 18, 1997 (the "Closing
Date") to the Initial Purchaser pursuant to the Purchase Agreement. The
Initial Purchaser subsequently sold the Private Notes to "qualified
institutional buyers" ("QIBs"), as defined in Rule 144A under the Securities
Act ("Rule 144A"), in reliance on Rule 144A. As a condition to the sale of the
Private Notes, the Company and the Initial Purchaser entered into the
Registration Rights Agreement on August 18, 1997. Pursuant to the Registration
Rights Agreement, the Company agreed that, unless the Exchange Offer is not
permitted by applicable law or Commission policy, it would (i) file with the
Commission a Registration Statement under the Securities Act with respect to
the Exchange Notes within 60 days after the Closing Date, (ii) use its best
efforts to cause such Registration Statement to become effective under the
Securities Act within 150 days after the Closing Date, and (iii) use its best
efforts to consummate the Exchange Offer within 30 days after the date on
which the Registration Statement was declared effective by the Commission. A
copy of the Registration Rights Agreement has been filed as an exhibit to the
Registration Statement. The Registration Statement is intended to satisfy
certain of the Company's obligations under the Registration Rights Agreement
and the Purchase Agreement.
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RESALE OF THE EXCHANGE NOTES
With respect to the Exchange Notes, based upon an interpretation by the
staff of the Commission set forth in certain no-action letters issued to third
parties, the Company believes that a holder (other than (i) a broker-dealer
who purchases such Exchange Notes directly from the Company to resell pursuant
to Rule 144A or any other available exemption under the Securities Act or (ii)
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) who exchanges Private Notes for Exchange
Notes in the ordinary course of business and who is not participating, does
not intend to participate, and has no arrangement with any person to
participate in a distribution of the Exchange Notes, will be allowed to resell
Exchange Notes to the public without further registration under the Securities
Act and without delivering to the purchasers of the Exchange Notes a
prospectus that satisfies the requirements of Section 10 of the Securities
Act. See, e.g., the No-Action Letters. However, if any holder acquires
Exchange Notes in the Exchange Offer for the purpose of distributing or
participating in the distribution of the Exchange Notes or is a broker-dealer,
such holder cannot rely on the position of the staff of the Commission
enumerated in such no-action letters and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction, unless an exemption from registration is otherwise
available. Each broker-dealer that receives Exchange Notes for its own account
in exchange for Private Notes, where such Private Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. The Letter of Transmittal states that
by so acknowledging and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of
Exchange Notes received in exchange for Private Notes where such Private Notes
were acquired by such broker-dealer as a result of market-making or other
trading activities. Pursuant to the Registration Rights Agreement, the Company
has agreed to make this Prospectus, as it may be amended or supplemented from
time to time, available to broker-dealers for use in connection with any
resale for a period of 180 days after the date of this Prospectus. See "Plan
of Distribution."
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Private
Notes validly tendered and not withdrawn prior to the Expiration Date. The
Company will issue $1,000 principal amount of Exchange Notes in exchange for
each $1,000 principal amount of outstanding Private Notes surrendered pursuant
to the Exchange Offer. Private Notes may be tendered only in integral
multiples of $1,000.
The form and terms of the Exchange Notes are the same as the form and terms
of the Private Notes except that (i) the exchange will be registered under the
Securities Act and, therefore, the Exchange Notes will not bear legends
restricting the transfer thereof and (ii) holders of the Exchange Notes will
generally not be entitled to any of the rights of holders of Private Notes
under the Registration Rights Agreement, which rights, except as otherwise
noted under "Description of Senior Notes--Registration Rights; Liquidated
Damages," will terminate upon the consummation of the Exchange Offer. The
Exchange Notes will evidence the same indebtedness as the Private Notes (which
they replace) and will be issued under, and be entitled to the benefits of,
the Indenture, which also authorized the issuance of the Private Notes, such
that both series of Senior Notes will be treated as a single class of debt
securities under the Indenture.
As of the date of this Prospectus, $75,000,000 in aggregate principal amount
of the Private Notes are outstanding and registered in the name of Cede & Co.,
as nominee for DTC. Only a registered holder of the Private Notes (or such
holder's legal representative or attorney-in-fact) as reflected on the records
of the Trustee under the Indenture may participate in the Exchange Offer.
There will be no fixed record date for determining registered holders of the
Private Notes entitled to participate in the Exchange Offer.
Holders of the Private Notes do not have any appraisal or dissenters' rights
under the Indenture in connection with the Exchange Offer. The Company intends
to conduct the Exchange Offer in accordance with
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<PAGE>
the provisions of the Registration Rights Agreement and the applicable
requirements of the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder.
The Company shall be deemed to have accepted validly tendered Private Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
of Private Notes for the purposes of receiving the Exchange Notes from the
Company.
Holders who tender Private Notes in the Exchange Offer will not be required
to pay brokerage commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the exchange of Private
Notes pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes described below, in connection
with the Exchange Offer. See "--Fees and Expenses" below.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1997, unless the Company, in its sole discretion, extends the Exchange
Offer, in which case the term "Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended.
In order to extend the Exchange Offer, the Company will (i) notify the
Exchange Agent of any extension by oral or written notice, (ii) mail to the
registered holders an announcement thereof and (iii) issue a press release or
other public announcement which shall include disclosure of the approximate
number of Private Notes deposited to date, each prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Without limiting the manner in which the Company may choose to make a
public announcement of any delay, extension, amendment or termination of the
Exchange Offer, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, other than by making a
timely release to an appropriate news agency.
The Company reserves the right, in its sole discretion, (i) to delay
accepting any Private Notes, (ii) to extend the Exchange Offer or (iii) if any
conditions set forth below under "--Conditions" shall not have been satisfied,
to terminate the Exchange Offer by giving oral or written notice of such
delay, extension or termination to the Exchange Agent. Any such delay in
acceptance, extension, termination or amendment will be followed as promptly
as practicable by oral or written notice thereof to the registered holders. If
the Exchange Offer is amended in a manner determined by the Company to
constitute a material change, the Company will promptly disclose such
amendment by means of a prospectus supplement that will be distributed to the
registered holders, and the Company will extend the Exchange Offer for a
period of five to ten business days, depending upon the significance of the
amendment and the manner of disclosure to the registered holders, if the
Exchange Offer would otherwise expire during such five to ten business day
period.
INTEREST ON THE EXCHANGE NOTES
The Exchange Notes will bear interest at a rate equal to 11 1/4% per annum.
Interest on the Exchange Notes will be payable semi-annually in arrears on
each February 15 and August 15, commencing February 15, 1998. Holders of
Exchange Notes will receive interest on February 15, 1998 from the date of
initial issuance of the Exchange Notes, plus an amount equal to the accrued
interest on the Private Notes from the date of initial delivery to the date of
exchange thereof for Exchange Notes. Holders of Private Notes that are
accepted for exchange will be deemed to have waived the right to receive any
interest accrued on the Private Notes.
PROCEDURES FOR TENDERING
Only a registered holder of Private Notes may tender such Private Notes in
the Exchange Offer. To tender in the Exchange Offer, a holder of Private Notes
must complete, sign and date the Letter of Transmittal, or a facsimile
thereof, have the signatures thereon guaranteed if required by the Letter of
Transmittal, and mail or otherwise deliver such Letter of Transmittal or such
facsimile to the Exchange Agent at the address set forth
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<PAGE>
below under "--Exchange Agent" for receipt prior to the Expiration Date. In
addition, either (i) certificates for such Private Notes must be received by
the Exchange Agent along with the Letter of Transmittal, (ii) a timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Private Notes, if such procedure is available, into the Exchange Agent's
account at the Depository pursuant to the procedure for book-entry transfer
described below, must be received by the Exchange Agent prior to the
Expiration Date, or (iii) the holder must comply with the guaranteed delivery
procedures described below.
The tender by a holder that is not withdrawn prior to the Expiration Date
will constitute an agreement between such holder and the Company in accordance
with the terms and subject to the conditions set forth herein and in the
Letter of Transmittal.
THE METHOD OF DELIVERY OF PRIVATE NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR PRIVATE NOTES SHOULD
BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS
FOR SUCH HOLDERS.
Any beneficial owner(s) of the Private Notes whose Private Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact the registered holder
promptly and instruct such registered holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes to tender on such owner's own
behalf, such owner must, prior to completing and executing the Letter of
Transmittal and delivering such owner's Private Notes, either make appropriate
arrangements to register ownership of the Private Notes in such owner's name
or obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal described
below (see "--Withdrawal of Tenders"), as the case may be, must be guaranteed
by an Eligible Institution (as defined below) unless the Private Notes
tendered pursuant thereto are tendered (i) by a registered holder who has not
completed the box titled "Special Delivery Instructions" on the Letter of
Transmittal or (ii) for the account of an Eligible Institution. In the event
that signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantee must be made by a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act which is a member of one of the recognized signature guarantee programs
identified in the Letter of Transmittal (an "Eligible Institution").
If the Letter of Transmittal is signed by a person other than the registered
holder of any Private Notes listed therein, such Private Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder as such registered holder's name appears on such Private
Notes.
If the Letter of Transmittal or any Private Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act
must be submitted with the Letter of Transmittal.
The Exchange Agent and the Depository have confirmed that any financial
institution that is a participant in the Depository's system may utilize the
Depository's Automated Tender Offer Program to tender Private Notes.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Private Notes will be
determined by the Company in its sole discretion, which determination will be
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<PAGE>
final and binding. The Company reserves the absolute right to reject any and
all Private Notes not properly tendered or any Private Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Private Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Private Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify holders of
defects or irregularities with respect to tenders of Private Notes, neither
the Company, the Exchange Agent nor any other person shall incur any liability
for failure to give such notification. Tenders of Private Notes will not be
deemed to have been made until such defects or irregularities have been cured
or waived.
While the Company has no present plan to acquire any Private Notes that are
not tendered in the Exchange Offer, the Company reserves the right in its sole
discretion to purchase or make offers for any Private Notes that remain
outstanding subsequent to the Expiration Date or, as set forth below under "--
Conditions," to terminate the Exchange Offer and, to the extent permitted by
applicable law, purchase Private Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or
offers could differ from the terms of the Exchange Offer.
By tendering, each holder of Private Notes will represent to the Company
that, among other things, (i) Exchange Notes to be acquired by such holder of
Private Notes in connection with the Exchange Offer are being acquired by such
holder in the ordinary course of business of such holder, (ii) such holder has
no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes, (iii) such holder acknowledges and agrees
that any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purposes of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on
the position of the staff of the Commission set forth in certain no-action
letters, (iv) such holder understands that a secondary resale transaction
described in clause (iii) above and any resales of Exchange Notes obtained by
such holder in exchange for Private Notes acquired by such holder directly
from the Company should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the Commission and (v) such holder is
not an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company. If the holder is a broker-dealer that will receive Exchange Notes for
such holder's own account in exchange for Private Notes that were acquired as
a result of market-making activities or other trading activities, such holder
will be required to acknowledge in the Letter of Transmittal that such holder
will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, such
holder will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
RETURN OF PRIVATE NOTES
If any tendered Private Notes are not accepted for any reason set forth in
the terms and conditions of the Exchange Offer or if Private Notes are
withdrawn or are submitted for a greater principal amount than the holders
desire to exchange, such unaccepted, withdrawn or non-exchanged Private Notes
will be returned without expense to the tendering holder thereof (or, in the
case of Private Notes tendered by book-entry transfer into the Exchange
Agent's account at the Depository pursuant to the book-entry transfer
procedures described below, such Private Notes will be credited to an account
maintained with the Depository) as promptly as practicable.
BOOK-ENTRY TRANSFER
The Exchange Agent will make a request to establish an account with respect
to the Private Notes at the Depository for purposes of the Exchange Offer
within two business days after the date of this Prospectus, and any financial
institution that is a participant in the Depository's systems may make book-
entry delivery of Private
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Notes by causing the Depository to transfer such Private Notes into the
Exchange Agent's account at the Depository in accordance with the Depository's
procedures for transfer. However, although delivery of Private Notes may be
effected through book-entry transfer at the Depository, the Letter of
Transmittal or facsimile thereof, with any required signature guarantees and
any other required documents, must, in any case, be transmitted to and
received by the Exchange Agent at the address set forth below under "--
Exchange Agent" on or prior to the Expiration Date or pursuant to the
guaranteed delivery procedures described below.
GUARANTEED DELIVERY PROCEDURES
Holders who wish to tender their Private Notes and (i) whose Private Notes
are not immediately available or (ii) who cannot deliver their Private Notes,
the Letter of Transmittal or any other required documents to the Exchange
Agent prior to the Expiration Date may effect a tender if:
(a) the tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery) setting forth the name and
address of the holder, the certificate number(s) of such Private Notes and
the principal amount of Private Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within five New York Stock
Exchange trading days after the Expiration Date, the Letter of Transmittal
(or a facsimile thereof), together with the certificate(s) representing the
Private Notes in proper form for transfer or a Book-Entry Confirmation, as
the case may be, and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution with the
Exchange Agent; and
(c) such properly executed Letter of Transmittal (or facsimile thereof),
as well as the certificate(s) representing all tendered Private Notes in
proper form for transfer, and all other documents required by the Letter of
Transmittal are received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Private Notes according to the
guaranteed delivery procedures set forth above.
WITHDRAWAL OF TENDERS
Tenders of Private Notes may be withdrawn at any time prior to the
Expiration Date.
To withdraw a tender of Private Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having deposited
the Private Notes to be withdrawn (the "Depositor"), (ii) identify the Private
Notes to be withdrawn (including the certificate number or numbers and
principal amount of such Private Notes) and (iii) be signed by the holder in
the same manner as the original signature on the Letter of Transmittal by
which such Private Notes were tendered (including any required signature
guarantees). All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, whose determination shall be final and binding on all parties. Any
Private Notes so withdrawn will be deemed not to have been validly tendered
for purposes of the Exchange Offer and no Exchange Notes will be issued with
respect thereto unless the Private Notes so withdrawn are validly retendered.
Properly withdrawn Private Notes may be retendered by following one of the
procedures described above under "--Procedures for Tendering" at any time
prior to the Expiration Date.
CONDITIONS
Notwithstanding any other terms of the Exchange Offer, the Company shall not
be required to accept for exchange, or exchange the Exchange Notes for, any
Private Notes, and may terminate the Exchange Offer as
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provided herein before the acceptance of such Private Notes, if the Exchange
Offer violates applicable law, rules or regulations or an applicable
interpretation of the staff of the Commission.
If the Company determines in its sole discretion that any of these
conditions are not satisfied, the Company may (i) refuse to accept any Private
Notes and return all tendered Private Notes to the tendering holders, (ii)
extend the Exchange Offer and retain all Private Notes tendered prior to the
expiration of the Exchange Offer, subject, however, to the rights of holders
to withdraw such Private Notes (see "--Withdrawal of Tenders") or (iii) waive
such unsatisfied conditions with respect to the Exchange Offer and accept all
properly tendered Private Notes that have not been withdrawn. If such waiver
constitutes a material change to the Exchange Offer, the Company will promptly
disclose such waiver by means of a prospectus supplement that will be
distributed to the registered holders of the Private Notes, and the Company
will extend the Exchange Offer for a period of five to ten business days,
depending upon the significance of the waiver and the manner of disclosure to
the registered holders, if the Exchange Offer would otherwise expire during
such five to ten business day period.
TERMINATION OF CERTAIN RIGHTS
Generally, and except as noted under "Description of Senior Notes--
Registration Rights; Liquidated Damages," all rights under the Registration
Rights Agreement (including registration rights) of holders of the Private
Notes who participate in the Exchange Offer will terminate upon consummation
of the Exchange Offer except with respect to the Company's continuing
obligations (i) to indemnify such holders (including any broker-dealers) and
certain parties related to such holders against certain liabilities (including
liabilities under the Securities Act), (ii) to provide, upon the request of
any holder of a transfer-restricted Private Note, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Private Notes pursuant to Rule 144A, (iii) to use its best efforts to keep the
Registration Statement effective to the extent necessary to ensure that it is
available for resales of transfer-restricted Private Notes by broker-dealers
for a period of up to 180 days from the date of this Prospectus and (iv) to
provide copies of the latest version of this Prospectus to broker-dealers upon
their request for a period of up to 180 days after the date of this
Prospectus.
LIQUIDATED DAMAGES
In the event of a Registration Default (as defined in the Registration
Rights Agreement), the Company is required to pay Liquidated Damages (as
defined in the Registration Rights Agreement) to each holder of Transfer
Restricted Securities (as defined below), during the first 90-day period
immediately following the occurrence of such Registration Default, in an
amount equal to $.05 per week per $1,000 principal amount of Senior Notes
constituting Transfer Restricted Securities held by such holder. The amount of
the Liquidated Damages will increase by an additional $.05 per week per $1,000
principal amount of Senior Notes with respect to each subsequent 90-day period
during which the Registration Default continues, up to a maximum amount of
Liquidated Damages of $.50 per week per $1,000 principal amount of Senior
Notes. Transfer Restricted Securities shall mean each Senior Note until (i)
the date on which such Senior Note has been exchanged by a person other than a
broker-dealer for an Exchange Note in the Exchange Offer, (ii) following the
exchange by a broker-dealer in the Exchange Offer of a Senior Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy
of this Prospectus, (iii) the date on which such Senior Note has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iv) the date on which such Senior
Note is distributed to the public pursuant to Rule 144 under the Securities
Act. Except as otherwise noted under "Description of Senior Notes--
Registration Rights; Liquidated Damages," the filing and effectiveness of the
Registration Statement of which this Prospectus is a part and the consummation
of the Exchange Offer will eliminate all rights of the holders of Senior Notes
eligible to participate in the Exchange Offer to receive damages that would
have been payable if such actions had not occurred.
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EXCHANGE AGENT
Norwest Bank Minnesota, National Association, has been appointed as Exchange
Agent of the Exchange Offer. Questions and requests for assistance, requests
for additional copies of this Prospectus or of the Letter of Transmittal and
requests for Notice of Guaranteed Delivery should be directed to the Exchange
Agent addressed as follows:
<TABLE>
<S> <C>
By Registered or Certified Mail: In Person:
Norwest Bank Minnesota, National Association Corporate Trust Services
Corporate Trust Operations Northstar East Building
P.O. Box 1517 12th Floor
Minneapolis, MN 55488-1517 608 Second Avenue South
Minneapolis, Minnesota
By Hand or Overnight Delivery: By Facsimile (for Eligible Institutions only):
Norwest Bank Minnesota, National Association (612) 667-4927
Corporate Trust Operations
Norwest Center Confirm Receipt of Guaranteed
Sixth and Marquette Delivery by Telephone:
Minneapolis, MN 55479-0113 (612) 667-9764
</TABLE>
FEES AND EXPENSES
The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by facsimile, telephone or in person by officers and regular
employees of the Company and its affiliates.
The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection
therewith.
The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company and are estimated in the aggregate to be approximately
$200,000. Such expenses include registration fees, fees and expenses of the
Exchange Agent and the Trustee, accounting and legal fees and printing costs,
among others.
The Company will pay all transfer taxes, if any, applicable to the exchange
of Private Notes pursuant to the Exchange Offer. If, however, a transfer tax
is imposed for any reason other than the exchange of the Private Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with the Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
holder.
CONSEQUENCE OF FAILURES TO EXCHANGE
Participation in the Exchange Offer is voluntary. Holders of the Private
Notes are urged to consult their financial and tax advisors in making their
own decisions on what action to take.
The Private Notes that are not exchanged for the Exchange Notes pursuant to
the Exchange Offer will remain restricted securities. Accordingly, such
Private Notes may be resold only (i) to a person whom the seller
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<PAGE>
reasonably believes is a QIB in a transaction meeting the requirements of Rule
144A, (ii) in a transaction meeting the requirements of Rule 144 under the
Securities Act, (iii) outside the United States to a foreign person in a
transaction meeting the requirements of Rule 905 under the Securities Act,
(iv) in accordance with another exemption from the registration requirements
of the Securities Act (and based upon an opinion of counsel if the Company so
requests), (v) to the Company or (vi) pursuant to an effective registration
statement and, in each case, in accordance with any applicable securities laws
of any state of the United States or any other applicable jurisdiction.
ACCOUNTING TREATMENT
For accounting purposes, the Company will recognize no gain or loss as a
result of the Exchange Offer. The expenses of the Exchange Offer will be
amortized over the term of the Exchange Notes.
THE ACQUISITION
The Company was organized to acquire all of the issued and outstanding
capital stock of Wilsons Center, Inc., the holding company of the Predecessor
Companies (the "Wilsons Shares"). In May 1996, the Company, which was
ultimately owned by management and an investor group, acquired the Wilsons
Shares for $67.8 million plus a warrant issued to CVS exercisable for
1,350,000 shares of common stock, with an exercise price of $.60 per share
(the "CVS Warrant") and a second warrant issued to CVS exercisable for up to
1,080,000 shares of common stock, with an exercise price of $.60 per share,
(the "Manager Warrant") in the following two-step transaction. First, CVS
received: (i) $2.0 million in cash; (ii) the $55.8 million CVS Note; (iii) the
CVS Warrant; (iv) the Manager Warrant; (v) 4,320,000 shares of common stock;
and (vi) 7,405 shares of Series A Preferred Stock ("Series A Preferred") in
consideration for the transfer to the Company of the Wilsons Shares.
Thereafter, Leather Investors Limited Partnership I, a Minnesota limited
partnership ("Limited Partnership I"), and Leather Investors Limited
Partnership II, a Minnesota limited partnership ("Limited Partnership II" and
together with Limited Partnership I, the "Limited Partnerships"), for each of
which Lyle Berman and Morris Goldfarb were the general partners, respectively
purchased from CVS the 4,320,000 shares of common stock and the 7,405 shares
of Series A Preferred for an aggregate consideration of $10.0 million. On May
27, 1997, the 7,405 shares of Series A Preferred were exchanged for 617,083
shares of the Company's common stock. Upon completion of the Company's initial
public offering, the Limited Partnerships automatically dissolved, and the
shares of common stock held by them were distributed to their partners based
on their respective interests in the Limited Partnerships. See "Certain
Transactions" and "Security Ownership of Certain Beneficial Owners and
Management."
As part of the Acquisition, management purchased 1,080,000 shares of
restricted stock (the "Restricted Stock"). As of August 2, 1997, 198,018
shares of such Restricted Stock had vested. The remaining shares of Restricted
Stock vested immediately upon repurchase of the CVS Note and accrued interest
thereon on August 18, 1997, and the Manager Warrant lapsed at the same time.
See "Use of Proceeds," "Management" and "Certain Transactions."
USE OF PROCEEDS
The Company will not receive proceeds from the Exchange Offer.
The net proceeds to the Company from the issuance and sale of the Private
Notes were approximately $72.1 million. The Company intends to use the net
proceeds as follows: (i) on August 18, 1997, $56.5 million were used to
repurchase the CVS Note and pay accrued interest thereon and (ii) $15.6
million will be used for general corporate purposes, including capital
expenditures and additional store openings. The Company acquired the CVS Note
at a discount from its principal amount. See "Certain Transactions--
Subordinated CVS Note."
34
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated cash and capitalization of
the Company as of August 2, 1997 and the pro forma consolidated cash and
capitalization of the Company as of August 2, 1997 adjusted to reflect the
issuance of the Senior Notes and the application of the net proceeds
therefrom. See "Use of Proceeds."
The information presented below should be read in conjunction with the
historical and pro forma consolidated financial statements and the related
notes thereto, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Use of Proceeds" included elsewhere in this
Offering Memorandum.
<TABLE>
<CAPTION>
AUGUST 2, 1997
-------------------
ACTUAL PRO FORMA
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................. $ 24,091 $ 39,800
======== ========
Short-term debt:
Senior Credit Facility(/1/)............................. $ 0 $ 0
======== ========
Long-term debt:
CVS Note................................................ 61,311 --
Accrued interest on CVS Note............................ 1,160 --
Senior Notes due 2004................................... -- 75,000
-------- --------
Total long-term debt................................... 62,471 75,000
-------- --------
Shareholders' equity(/2/)(/3/):
Common stock, $.01 par value; 45,000,000 shares
authorized, 9,532,083 shares issued and outstanding.... 95 95
Additional paid-in capital(/4/)......................... 29,339 37,850
Retained earnings(/4/).................................. 4,062 25
Cumulative translation adjustment....................... (43) (43)
-------- --------
Total shareholders' equity............................. 33,453 37,927
-------- --------
Total capitalization................................... $ 95,924 $112,927
======== ========
</TABLE>
- --------
(1) Does not include $43.9 million of outstanding letters of credit as of
August 2, 1997. For the period from inception (May 26, 1996) through
February 1, 1997, the peak borrowings and letters of credit outstanding
under the Senior Credit Facility were $48.2 million and $60.9 million,
respectively.
(2) Except as set forth in the consolidated financial statements or as
otherwise indicated herein, the share and per share data contained in this
Prospectus, in addition to the pro forma adjustments referred to
elsewhere, (i) reflect the conversion as of June 2, 1997 of all of the
Company's issued and outstanding Class A common stock, Class B common
stock and Class C common stock (together, the "Class Stock") and all of
the Class Stock to be issued and outstanding upon exercise of the CVS
Warrant and options under the Company's 1996 Stock Option Plan (the "1996
Option Plan") into a single class of common stock of the Company as a
result of the Company's initial public offering, and (ii) reflect a 0.9-
for-one reverse split of the Company's common stock, effected October 11,
1996.
(3) Does not include: (i) 197,900 shares of common stock issuable upon the
exercise of outstanding stock options at a weighted average exercise price
of $4.88 per share and 802,100 shares of common stock reserved for
issuance pursuant to the 1996 Option Plan, as of August 2, 1997; (ii)
1,350,000 shares of common stock issuable upon exercise of the CVS
Warrant; (iii) 110,000 shares of common stock issuable upon exercise of
underwriter warrants issued in the Company's initial public offering; and
(iv) 1,265,000 shares issuable upon exercise of the redeemable common
stock purchase warrants issued in the Company's initial public offering
(the "Redeemable Warrants"). See "Management" and "Certain Transactions."
(4) Pro forma retained earnings reflects the $3.8 million extraordinary gain
on the early extinguishment of debt, net of tax, which will be recorded as
a result of the repurchase of the CVS Note. Pro forma retained earnings
and additional paid-in capital also reflect the $8.5 million Restricted
Stock compensation charge that will be recorded as a result of the vesting
of the remaining shares of Restricted Stock upon the repurchase of the CVS
Note ($900,000 of such charge was recorded in the twenty-six weeks ended
August 2, 1997).
35
<PAGE>
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables present selected historical and pro forma consolidated
financial data of the Company, which should be read in conjunction with the
consolidated historical and pro forma financial statements and notes thereto
included elsewhere in this Prospectus and in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
selected historical consolidated financial data as of February 1, 1997 and for
the period from inception (May 26, 1996) to February 1, 1997 have been derived
from the consolidated financial statements of the Company audited by Arthur
Andersen LLP. The selected consolidated financial data as of December 31,
1993, 1994 and 1995, for the years ended December 31, 1993, 1994 and 1995 and
for the five-month period ended May 25, 1996 have been derived from the
consolidated financial statements of the Predecessor Companies audited by KPMG
Peat Marwick LLP. The consolidated financial data, as of December 31, 1992,
for the year ended December 31, 1992, for the five-month period ended May 27,
1995 and for the eight months ended January 27, 1996 have been derived from
unaudited consolidated financial statements of the Predecessor Companies. The
consolidated financial data for the twenty-seven week period ended August 3,
1996 have been derived from unaudited financial statements of the Predecessor
Companies (seventeen weeks ended May 25, 1996) and from financial statements
of the Company audited by Arthur Andersen LLP (ten weeks ended August 3,
1996). The consolidated financial data for the twenty-six week period ended
August 2, 1997 have been derived from unaudited consolidated financial
statements of the Company. The pro forma statement of operations data, the
store operations data and the balance sheet data as of and for the periods set
forth below are unaudited. In the opinion of management, the unaudited
information contains all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations for the periods presented. The results of operations for
the five months ended May 27, 1995 and May 25, 1996, for the eight months
ended January 27, 1996, for the period from inception (May 26, 1996) to
February 1, 1997, and for the twenty-seven weeks and twenty-six weeks ended
August 3, 1996 and August 2, 1997, respectively, are not necessarily
indicative of the results of operations for the entire year. Prior to the
Acquisition, the Predecessor Companies were operated as part of CVS. The
historical consolidated financial data presented herein reflect certain
periods during which the Company did not operate as an independent company.
Such information, therefore, may not reflect the results of operations or the
financial condition of the Company which would have resulted had the Company
operated as an independent company during such earlier reporting periods, and
are not necessarily indicative of the Company's future results or financial
condition.
36
<PAGE>
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA (IN
MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS AND STORE AND RATIO DATA)
<TABLE>
<CAPTION>
COMBINED
PREDECESSOR COMPANIES COMPANY COMPANIES(/3/)
----------------------------------------------------------------- ----------- --------------
COMPANY
------------
EIGHT
MONTHS
ENDED PERIOD FROM
FIVE MONTHS JANUARY 27, INCEPTION PRO
YEARS ENDED DECEMBER 31, ENDED 1996 (MAY 26, FORMA(/1/)
--------------------------------- ---------------- ----------- 1996) TO YEAR ENDED TWENTY-SEVEN
MAY 27, MAY 25, FEBRUARY 1, FEBRUARY 1, WEEKS ENDED
1992 1993 1994 1995 1995 1996 1997 1997(/2/) AUGUST 3, 1996
------ ------ ------ ------- ------- ------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales........ $509.2 $478.5 $474.6 $ 462.4 $124.7 $109.6 $ 367.6 $345.1 $422.6 $108.2
Costs and
expenses:
Cost of goods
sold, buying
and occupancy
costs 327.2 320.5 329.4 317.0 99.9 86.2 238.5 222.1 285.2 90.9
Selling, general
and
administrative
expenses....... 117.2 120.1 130.2 114.9 45.9 34.8 76.4 75.8 102.4 41.3
Depreciation and
amortization... 17.4 20.7 22.3 21.4 9.0 4.7 13.3 1.0 1.4 3.8
Restricted stock
compensation
expense........ -- -- -- -- -- -- -- 1.5 10.0 --
Restructuring
and asset
impairment
charges........ -- -- -- 182.2 -- -- 182.2 -- -- --
------ ------ ------ ------- ------ ------ ------- --------- ---------- -------
Income (loss)
from
operations...... 47.4 17.2 (7.3) (173.1) (30.1) (16.1) (142.8) 44.7 23.6 (27.8)
Interest expense,
net............. 6.9 5.1 8.4 10.4 3.4 1.6 7.4 5.3 10.3 2.4
------ ------ ------ ------- ------ ------ ------- --------- ---------- -------
Income (loss)
before income
taxes........... 40.5 12.1 (15.7) (183.5) (33.5) (17.7) (150.2) 39.4 13.3 (30.2)
Income tax
provision
(benefit)....... 17.0 7.0 (3.1) (10.1) (5.5) (6.6) (4.6) 15.5 9.3 (11.1)
------ ------ ------ ------- ------ ------ ------- --------- ---------- -------
Net income
(loss).......... $ 23.5 $ 5.1 $(12.6) $(173.4) $(28.0) $(11.1) $(145.6) $ 23.9 $ 4.0 $ (19.1)
====== ====== ====== ======= ====== ====== ======= ========= ========== =======
Pro forma net
income (loss)
per common
share(/3/)...... $ 2.49 $ 0.37
========= ==========
Weighted average
common shares
outstanding(/4/).. 9,602,826 10,867,826
========= ==========
OTHER DATA:
Adjusted EBITDA(/5/) $ 64.8 $ 37.9 $ 15.0 $ 30.5 $(21.1) $(11.4) $ 52.7 $ 47.2 $ 35.0 $ (24.0)
Capital
expenditures... $ 22.9 $ 26.6 $ 20.7 $ 10.1 $ 2.9 $ 3.6 $ 7.5 $ 5.9 $ 9.3 $ 4.3
Ratio of
earnings to
fixed
charges(/6/)... 3.4x 1.7x 0.3x -- -- -- -- 3.5x 1.6x --
STORE DATA:
Traditional
stores:
Open at end of
period......... 583 631 628 548 567 480 494 461 461 477
Net sales per
square foot for
stores open
entire year.... $415 $355 $340 $373 -- -- -- -- $389 --
Change in
comparable
store
sales(/7/)..... 2.1% (13.8)% (5.1)% (1.5)% 4.4% 3.9% (3.1)% (2.7)% (1.3)% 0.0%
Peak number of
seasonal stores
during period... 32 80 135 227 -- -- 227 376 376 --
</TABLE>
<TABLE>
<CAPTION>
TWENTY-SIX
WEEKS
ENDED
AUGUST 2,
1997
------------
<S> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales........ $ 93.4
Costs and
expenses:
Cost of goods
sold, buying
and occupancy
costs 84.2
Selling, general
and
administrative
expenses....... 36.5
Depreciation and
amortization... 0.9
Restricted stock
compensation
expense........ 0.9
Restructuring
and asset
impairment
charges........ --
------------
Income (loss)
from
operations...... (29.1)
Interest expense,
net............. 1.9
------------
Income (loss)
before income
taxes........... (31.0)
Income tax
provision
(benefit)....... (11.2)
------------
Net income
(loss).......... $ (19.8)
============
Pro forma net
income (loss)
per common
share(/3/)...... $ (1.98)
============
Weighted average
common shares
outstanding(/4/).. 10,036,978
============
OTHER DATA:
Adjusted EBITDA(/5/) $ (27.3)
Capital
expenditures... $ 2.6
Ratio of
earnings to
fixed
charges(/6/)... --
STORE DATA:
Traditional
stores:
Open at end of
period......... 452
Net sales per
square foot for
stores open
entire year.... --
Change in
comparable
store
sales(/7/)..... (5.8)%
Peak number of
seasonal stores
during period... --
</TABLE>
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
--------------------------- ---------------------------
DECEMBER 31, AUGUST 2, 1997
--------------------------- ---------------
FEBRUARY 1, PRO
1992 1993 1994 1995 1997 ACTUAL FORMA(/1/)(/1//0/)
------ ------ ------ ------ ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash
equivalents............ $ 5.5 $ 5.4 $ 17.3 $ 14.3 $ 81.6 $ 24.1 $ 39.8
Working capital(/8/).... 36.7 57.4 77.1 44.6 83.8 76.3 90.4
Total assets............ 376.6 401.0 392.7 182.4 172.4 140.0 158.6
Total long-term
debt(/9/).............. -- -- -- -- 59.6 62.5 75.0
Shareholders' equity.... 222.5 217.2 201.0 27.6 43.5 33.5 37.9
</TABLE>
37
<PAGE>
- -------
(1) See "Pro Forma Unaudited Consolidated Financial Statements."
(2) The pro forma period for the year ended February 1, 1997 includes results
of operations for 53 weeks.
(3) The twenty-seven weeks ended August 3, 1996 represent a period which
combines the results of operations of the Predecessor Companies prior to
the Acquisition from January 28, 1996 through May 25, 1996, and the
Company after the Acquisition from May 26, 1996 through August 3, 1996.
(4) Computed on the basis described for pro forma net income per common share
in Note 2 of Notes to Consolidated Financial Statements.
(5) EBITDA represents income (loss) from operations, plus depreciation and
amortization. Adjusted EBITDA represents EBITDA plus Restricted Stock
compensation expense and Restructuring and asset impairment charges.
Adjusted EBITDA in 1995 and for the eight months ended January 27, 1996
includes the Restructuring and asset impairment charges of $182.2 million.
Adjusted EBITDA for the period from inception (May 26, 1996) to February
1, 1997, pro forma for the year ended February 1, 1997 and for the twenty-
six weeks ended August 2, 1997 includes the Restricted Stock compensation
expense of $1.5 million, $10.0 million and $0.9 million, respectively.
EBITDA and Adjusted EBITDA are not intended to represent cash flow from
operations as defined by GAAP and should not be considered as an
alternative to cash flow or as a measure of liquidity or as an alternative
to net earnings as indicative of operating performance. Adjusted EBITDA is
included herein because management believes that certain investors find it
a useful tool for measuring the Company's ability to service its debt.
(6) For purposes of computing this ratio, earnings consist of income (loss)
before income taxes plus fixed charges. Fixed charges consist of interest
expense, amortization of deferred financing fees and one-third of the rent
expense from operating leases, which management believes is a reasonable
approximation of the interest factor of the rent. Earnings were inadequate
to cover fixed charges by $159.2 million, $24.4 million, $11.4 million,
$133.6 million, $21.9 million and $21.8 million for the year ended
December 31, 1995, for the five months ended May 27, 1995 and May 25,
1996, for the eight months ended January 27, 1996 and for the twenty-seven
weeks ended August 3, 1996 and the twenty-six weeks ended August 2, 1997,
respectively.
(7) Comparable store sales means sales generated by stores open at least one
full year.
(8) The working capital calculation excludes amounts due to CVS as of December
31, 1992, 1993, 1994 and 1995.
(9) Actual total long-term debt as of February 1, 1997 includes accrued
interest of $3.8 million which became a portion of the principal balance
of the CVS Note on May 25, 1997 and actual total long-term debt as of
August 2, 1997 includes $1.2 million of accrued interest on the CVS Note
that was paid upon repurchase of the CVS Note on August 18, 1997. Total
long-term debt does not include $7.9 million and $43.9 million of
outstanding letters of credit as of February 1, 1997 and August 2, 1997,
respectively.
(10) The pro forma balance sheet data as of August 2, 1997 reflects the pro
forma adjustments for the Offering and the application of the net
proceeds therefrom.
38
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations of Wilsons should be read in conjunction with the selected
historical and pro forma consolidated financial data and consolidated
financial statements and notes thereto appearing elsewhere in this Prospectus.
The fiscal year of the Predecessor Companies prior to the Acquisition ended
on December 31. In February 1997, the Company changed the end of its fiscal
year to the Saturday closest to January 31, in conformity with the general
practice in the retail industry, which for the most recent period was February
1, 1997. Unless otherwise indicated, references to 1996 in this Prospectus
refer to the twelve months ended February 1, 1997. As a result of the
Acquisition, certain financial information for the five months ended May 27,
1995 and May 25, 1996 and for the period from inception (May 26, 1996) to
February 1, 1997 is presented in this Prospectus.
OVERVIEW
Throughout the late 1980s and early 1990s, as part of the growth strategy of
CVS, the Company pursued a rapid store expansion program through acquisitions
and store openings, growing from 227 stores at the end of 1987 to a peak of
631 stores at the end of 1993. Beginning in 1993, the Company's business was
negatively affected by the difficult retail apparel market for mall-based
chains, competition and changes in consumer fashion preferences. These
conditions have led a large number of retailers, including a number of
specialty retailers, to close stores or cease operations. In 1995, the Company
initiated the Restructuring, which included the closing of stores that had not
achieved cash flow targets established by management and resulted in a
reduction of the number of stores to 452 by August 2, 1997. The Company's net
loss for the year ended December 31, 1995, as reflected in the consolidated
financial statements included elsewhere in this Prospectus, was negatively
impacted by the recording of pre-tax charges aggregating $182.2 million in the
fourth quarter of 1995 in connection with the Restructuring.
Prior to the Acquisition in 1996, the Predecessor Companies operated as part
of CVS and the historical consolidated financial statements presented herein
reflect certain periods during which the Company did not operate as an
independent company. Such statements, therefore, may not necessarily reflect
the results of operations or the financial condition of the Company which
would have resulted had the Company operated as an independent company during
the reporting periods, and are not necessarily indicative of the Company's
future results or financial condition. See "The Acquisition."
In connection with the Acquisition, CVS eliminated all prior indebtedness
owed by the Predecessor Companies to CVS, assumed closed store lease
obligations and provided that Wilsons would have $85.0 million in working
capital upon closing of the Acquisition (before paying certain expenses
associated with the Acquisition). The Predecessor Companies' operations were
funded primarily by CVS. In order for the Company to fund its working capital
and letter of credit needs, the Company entered into the Senior Credit
Facility simultaneously with the closing of the Acquisition. The Senior Credit
Facility provides the Company through WHLI with a $150.0 million line of
credit, which includes a $90.0 million letter of credit subfacility, subject
to borrowing base limitations. As of August 2, 1997, such Guarantor had no
borrowings outstanding under the Senior Credit Facility; however, it had
outstanding letters of credit in the amount of $43.9 million at that date. See
"--Liquidity and Capital Resources."
The Acquisition was accounted for under the purchase method of accounting.
The carrying value of the net assets acquired exceeded the purchase price by
approximately $52.5 million. As a result, the book value of property and
equipment in the Company's consolidated financial statements was reduced from
$64.6 million to $12.1 million at May 26, 1996, and initially will result in
lower depreciation charges than would have been experienced by the Predecessor
Companies.
39
<PAGE>
In connection with the Acquisition, the Company sold 3,330,000 shares of
common stock, including 1,080,000 shares of Restricted Stock, to certain
managers of the Company. As of August 2, 1997, 198,018 shares of such
Restricted Stock had vested. For the period ended February 1, 1997, the
Company recorded a $1.5 million non-cash compensation charge related to the
198,018 shares earned pursuant to the Restricted Stock Agreement. The
remaining 881,982 shares of Restricted Stock vested on August 18, 1997 as a
result of the repurchase of the CVS Note. The Company will be required to
record an additional non-cash compensation charge of $8.5 million related to
such shares which is equal to the difference between the fair market value of
the Restricted Stock on the date the shares vested, which was $10.25 per
share, and the original purchase price of the Restricted Stock, which was $.60
per share. $900,000 of such additional charge was recorded for the twenty-six
weeks ended August 2, 1997. Such Restricted Stock compensation charge will
significantly impact the Company's income (loss) from operations and net
income (loss) for the fiscal quarter ending November 1, 1997 and for the
fiscal year ending January 31, 1998; however, such charges do not impact the
Company's total shareholders' equity or cash balances. As a result of the
completion of the Offering, the Company will record an extraordinary gain on
the early extinguishment of debt, net of tax, for the repurchase of the CVS
Note of $3.8 million. Such net gain will partially offset the Restricted Stock
compensation charge. See "Certain Transactions--Restricted Stock Agreement."
RESULTS OF OPERATIONS
The following table sets forth selected information from the Company's
historical consolidated statements of operations, expressed as a percentage of
net sales for the periods indicated:
<TABLE>
<CAPTION>
COMBINED
PREDECESSOR COMPANIES COMPANY COMPANIES COMPANY
------------------------------------------------ ----------- ------------ ----------
PERIOD
FROM
YEARS ENDED FIVE MONTHS EIGHT INCEPTION TWENTY-SEVEN TWENTY-SIX
DECEMBER 31, ENDED MONTHS (MAY 26, WEEKS WEEKS
------------------- --------------- ENDED 1996) TO ENDED ENDED
MAY 27, MAY 25, JANUARY 27, FEBRUARY 1, AUGUST 3, AUGUST 2,
1993 1994 1995 1995 1996 1996 1997 1996 1997
----- ----- ----- ------- ------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of goods sold,
buying and occupancy
costs ................ 67.0 69.4 68.6 80.1 78.6 64.9 64.4 84.0 90.2
Selling, general and
administrative
expenses.............. 25.1 27.4 24.8 36.8 31.8 20.8 22.0 38.2 39.1
Income (loss) from
operations............. 3.6 (1.5) (37.4) (24.1) (14.7) (38.8) 13.0 (25.7) (31.2)
Interest expense, net... 1.1 1.8 2.3 2.8 1.4 2.0 1.6 2.2 2.0
Income tax provision
(benefit).............. 1.4 (0.6) (2.2) (4.4) (6.0) (1.2) 4.5 (10.2) (12.0)
Net income (loss)....... 1.1 (2.7) (37.5) (22.5) (10.1) (39.6) 6.9 (17.7) (21.2)
Adjusted EBITDA......... 7.9 3.2 6.6 (16.9) (10.4) 14.3 13.7 (22.2) (29.2)
</TABLE>
TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 COMPARED TO TWENTY-SEVEN WEEKS ENDED
AUGUST 3, 1996
Wilsons opened one store and closed ten stores in the twenty-six week period
ended August 2, 1997, compared to four store openings and 21 store closings in
the twenty-seven week period ended August 3, 1996. As of August 2, 1997,
Wilsons operated 452 stores compared to 477 stores at August 3, 1996. The 25
fewer stores were a result of closing stores that did not achieve cash flow
targets established by management.
Sales for the twenty-six week period ended August 2, 1997 were $93.4 million
compared with $108.2 million in the twenty-seven weeks ended August 3, 1996, a
decrease of $14.8 million, or 13.7%. Approximately
40
<PAGE>
$6.3 million of the sales decrease was due to one less week in the 1997 period
compared to the 1996 period. In addition, the Company operated on average 29,
or 6.0%, fewer stores in the twenty-six weeks ended August 2, 1997 as the
Company closed underperforming stores. Comparable store sales for the 1997
period declined 5.8%. The comparable store sales decrease was primarily
attributable to less low-priced clearance merchandise associated with fewer
closed stores in the immediately preceding quarter compared to the period one
year earlier.
Cost of goods sold, buying and occupancy costs for the twenty-six week
period ended August 2, 1997 were $84.2 million, or 90.2% of sales, compared to
$90.9 million, or 84.0% of sales, for the twenty-seven week period of the
pervious year. Gross margin net of occupancy costs decreased 3.4 points as a
percent of sales for the twenty-six week period as compared to the period one
year ago due to additional markdowns required to liquidate clearance
merchandise. Occupancy costs for the 1997 period decreased $2.0 million due to
operating fewer stores; however, they increased as a percent of sales in 1997
as comparable store sales declined while fixed rents associated with store
leases remained flat. The Company's inventories are valued under the retail
inventory method using the last-in, first-out (LIFO) basis. The difference in
inventories between LIFO and the first-in, first-out (FIFO) method was not
material as of August 2, 1997. Interim period inventory determinations are
partially based on assumptions as to future inventory levels at the end of the
fiscal year and expected rates of inflation for the year which may impact
future financial results.
Operating expenses for the twenty-six week period ended August 2, 1997 were
$38.3 million, or 41.0% of sales, compared to $45.1 million, or 41.7% of
sales, for the twenty-seven week period ended August 3, 1996. The expense
decrease of $6.8 million was partially due to the $2.9 million decrease in
depreciation and amortization expense resulting from the purchase accounting
adjustment that reduced the amounts assigned to property and equipment. The
remaining expense decrease is due to reductions in corporate expenses,
continued control of variable expenses in the stores, operating on average 29
fewer locations, and having one less week in the 1997 period. Offsetting the
operating expense reductions was a $0.9 million accrued expense associated
with the vesting of Restricted Stock.
As a result of the above, Wilsons had a loss from operations of $29.1
million for the twenty-six week period ended August 2, 1997, compared to a
loss from operations of $27.8 million for the twenty-seven week period ended
August 3, 1996.
Adjusted EBITDA for the twenty-six week period ended August 2, 1997 was
$(27.3) million compared to $(24.0) million for the twenty-seven week period
ended August 3, 1996. This represents a 13.8% decrease, primarily due to the
reasons set forth above.
Net interest expense for the twenty-six week period ended August 2, 1997 was
$1.9 million, or 2.1% of sales, compared to $2.4 million, or 2.2% of sales,
for twenty-seven week period ended August 3, 1996. The decrease in net
interest expense is primarily due to a decrease in the average amount of debt
outstanding and an increase in interest income offset by an increase in
borrowing rates and the amortization of deferred financing costs. See "--
Liquidity and Capital Resources."
Income tax benefit for the twenty-six week period ended August 2, 1997 was
$11.2 million, or 12.0% of sales, compared to an $11.1 million income tax
benefit, or 10.3% of sales, for the twenty-seven weeks ended August 3, 1996.
The effective tax rate decreased in 1997 to a 36.1% tax rate from a 36.8% tax
rate in 1996 due primarily to the impact of state income taxes.
PERIOD FROM INCEPTION (MAY 26, 1996) TO FEBRUARY 1, 1997 COMPARED TO EIGHT
MONTHS ENDED JANUARY 27, 1996
Wilsons opened five stores and closed 24 stores in the period from inception
(May 26, 1996) to February 1, 1997 compared to three store openings and 76
store closings in the same period one year earlier. As of February 1, 1997,
Wilsons operated 461 stores and 11 seasonal stores compared to 494 stores and
18 seasonal stores at
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the end of the same period in the previous year. The 33 fewer stores were a
result of closing unprofitable stores as part of the Restructuring. In
addition, Wilsons operated 224 holiday stores and 152 kiosks during the 1996
holiday season compared to 98 holiday stores and 129 kiosks during the prior
year holiday season.
Sales from inception to February 1, 1997 decreased 6.1% to $345.1 million
compared with sales of $367.6 million during the same period in the previous
year, reflecting a decrease in both the number of stores operated and in same
store sales. A portion of the decrease in sales is attributable to a 2.7%
decline in comparable store sales. The comparable store sales decline was the
result of weak demand for the Company's latest fashion merchandise in the
midwest area of the country as compared to the northeast and west coast
markets where comparable store sales increased, as well as five fewer shopping
days between Thanksgiving and Christmas. In addition, Wilsons operated an
average of 82 fewer stores from inception to February 1, 1997 compared to the
same period one year earlier, as Wilsons closed stores that did not meet cash
flow targets. The comparable store sales decline and a reduction in the number
of stores open was partially offset by a sales increase from operating 149
additional holiday stores and kiosks.
Cost of goods sold, buying and occupancy costs from inception to February 1,
1997 were $222.1 million, or 64.4% of sales, compared to $238.5 million, or
64.9% of sales, for the same period of the previous year. Gross margin net of
occupancy costs increased as a percent of sales from inception to February 1,
1997 as compared to the same period one year earlier due to additional
markdowns taken in the earlier period to liquidate merchandise in 76 stores
which were closed in conjunction with the Restructuring and to an increase in
the sales of accessories in the later period. Accessories typically generate
higher gross margins than apparel.
Operating expenses before Restructuring and asset impairment charges from
inception to February 1, 1997 were $78.3 million, or 22.7% of sales, compared
to $89.7 million, or 24.4% of sales, for the same period in 1995. The expense
decrease of $11.4 million was due mainly to the $12.3 million decrease in
depreciation and amortization expense resulting from the Restructuring and the
purchase accounting adjustment that reduced the amounts assigned to property
and equipment. In addition, operating expenses in the period from inception to
February 1, 1997 decreased $0.7 million from the same period one year earlier
due primarily to operating an average of 82 fewer stores and to reduced
headquarters' expense. Offsetting the operating expense reductions were 149
additional holiday stores and kiosks compared to the same period one year
earlier and a $1.5 million charge associated with the vesting of Restricted
Stock.
Operating expenses after Restructuring and asset impairment charges from
inception to February 1, 1997 were $78.3 million, or 22.7% of sales, compared
to $271.9 million, or 74.0% of sales, for the same period in 1995. In 1995 the
Company incurred a pre-tax Restructuring charge of $134.3 million to reflect
the anticipated costs associated with closing approximately 100 Wilsons stores
and the write-off of goodwill and other intangibles, and a pre-tax asset
impairment charge of $47.9 million related to the write-off of certain assets
upon the adoption of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" ("SFAS No. 121").
Adjusted EBITDA for the period from inception to February 1, 1997 was $47.2
million compared to $52.7 million for the eight months ended January 27, 1996.
This represents a 10.4% decrease in Adjusted EBITDA, primarily due to the
reasons set forth above.
Net interest expense from inception to February 1, 1997 was $5.3 million, or
1.6% of sales, compared to $7.4 million, or 2.0% of sales, for the same period
in the previous year. The decrease in net interest expense is primarily due to
a decrease in the average amount of debt outstanding offset by higher interest
rates, the amortization of deferred financing costs and an increase in
interest income.
Income tax expense for the period from inception to February 1, 1997 was
$15.5 million compared to a $4.6 million tax benefit for the same period in
1995. The effective tax rate increased in 1996 to a 39.4% tax rate from a 3.1%
benefit rate in 1995. The higher effective tax rate was primarily due to the
impact of the write-off of nondeductible goodwill and other intangibles as
part of the 1995 Restructuring.
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FIVE MONTHS ENDED MAY 25, 1996 COMPARED TO FIVE MONTHS ENDED MAY 27, 1995
Wilsons closed 71 stores and opened three new stores in the five months
ended May 25, 1996, compared to 63 store closings and two store openings in
the five months ended May 27, 1995. The store closings in the first five
months of 1996 and in 1995 were a result of the Restructuring. Wilsons
operated 480 stores as of May 25, 1996 compared to 567 stores at the end of
the same period in 1995.
Sales for the five-month period in 1996 decreased 12.1% to $109.6 million
compared with sales of $124.7 million during the same period of the prior
year. While total sales decreased as a result of operating an average of 90
fewer stores, comparable store sales increased 3.9% in the 1996 period
compared to the same period in the previous year. The 3.9% comparable store
sales increase in the 1996 period was the result of strong merchandise sales
in the ladies and accessories areas due to the clearance of merchandise
associated with store closings and the closings of holiday stores and seasonal
kiosks combined with unseasonably cool weather within Wilsons' areas of
operation during the first three months of 1996.
Cost of goods sold, buying and occupancy costs for the five-month period in
1996 were $86.2 million, or 78.6% of sales, as compared to $99.9 million, or
80.1% of sales, for the same period of the prior year. Gross margin net of
occupancy costs increased as a percent of sales in the five-month period of
1996 primarily due to closing 22 Snyder Leather stores, an off-price strip
center concept which carried lower margin merchandise in the 1995 period, and
an increase in the sale of accessories which produced a higher gross margin in
the 1996 period. Occupancy costs decreased as a percent of sales for the five
months ended May 25, 1996 as compared to the same period one year ago as the
Company closed unprofitable stores as part of the Restructuring.
Operating expenses in the five-month period in 1996 were $39.5 million, or
36.0% of sales, as compared to $54.9 million, or 44.0% of sales, for the same
period of the prior year. The expense decrease of $15.4 million was a result
of store closings and realizing the benefits of profit enhancement measures
initiated in 1995 that increased operational efficiencies in the stores and
the administrative departments. These included store sales productivity gains
as a result of revised store staffing patterns and levels, revising the
layaway and check acceptance policies, and reductions in headquarters expense.
Operating expenses were also lower than the same period in 1995 as a result of
the Restructuring which reduced Wilsons' 1996 depreciation and amortization
expenses by $4.3 million.
Adjusted EBITDA for the five months ended May 25, 1996 was $(11.4) million
compared to $(21.1) million for the five months ended May 27, 1995. This
represents a 46.0% increase in Adjusted EBITDA, primarily due to the reasons
set forth above.
Net interest expense for the five months ended May 25, 1996, was $1.6
million, or 1.4% of sales, compared to $3.4 million, or 2.8% of sales, for the
five months ended May 27, 1995. The average outstanding loan balance with CVS
was reduced by $56.0 million from $118.1 million to $62.1 million in the 1996
five-month period. The decrease is primarily attributable to a $124.0 million
capital contribution made by CVS to facilitate the Acquisition.
Income tax benefit for the 1996 five-month period was $6.6 million compared
to $5.5 million in the 1995 five-month period. The effective tax rate
increased in the five-month period in 1996 to 37.2% from 16.4% in the 1995
five-month period. The increase was primarily due to the elimination of
goodwill and other amortization expenses in 1996 which in 1995 created non-
deductible expenses for tax purposes.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
During 1995, Wilsons opened five new stores and closed 85 stores, of which
19 were closed in the fourth calendar quarter, compared to 23 store openings
and 26 store closings in 1994. The large number of store closings in 1995 was
a result of the Restructuring. At the end of 1995, Wilsons operated 548
stores, comprised of 546 stores in 46 states and the District of Columbia and
two stores in England, compared to 626 stores in 46 states and the District of
Columbia and two stores in England at the end of 1994. Wilsons also operated
98
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holiday stores and 129 seasonal kiosks during the fourth quarter of 1995,
compared to 59 holiday stores and 76 seasonal kiosks during the fourth quarter
of 1994.
Sales decreased 2.6% in 1995 to $462.4 million from $474.6 million in 1994.
The decrease reflected a 1.5%, or $6.2 million, decline in comparable store
sales due primarily to a decline in demand for leather apparel. Wilsons
operated an average of 49 fewer stores during 1995 compared to 1994, as
Wilsons closed 85 stores that did not meet cash flow targets. These declines
were partially offset by the expansion of holiday stores and seasonal kiosks,
which were open in 39 and 53 more locations, respectively, than in 1994,
accounting for an increase in sales of $8.0 million compared to 1994. Non-
comparable store sales, other than holiday stores and seasonal kiosk sales,
were down $14.0 million from 1994 as the Company opened 18 fewer stores during
1995 compared to 1994.
Cost of goods sold, buying and occupancy costs in 1995 were $317.0 million,
or 68.6% of sales, as compared to $329.4 million, or 69.4% of sales, for the
same period of the prior year. Gross margin net of occupancy costs increased
as a percent of sales in 1995 due partially to closing 22 Snyder Leather
stores during the first quarter of 1995. In addition, in 1995 the Company also
increased its accessory sales, which generally have higher gross profit
margins than apparel, to 23.1% of total sales from 20.6% in 1994 as a result
of increased emphasis on accessories in the stores and opening 53 additional
seasonal kiosks, which primarily sell accessories. The Company also achieved
stronger sales in 1995 of styles with higher fashion content and higher
margins. Partially offsetting these gross profit margin improvements in 1995
were additional markdowns required to liquidate merchandise in 73 stores that
were closed during December 1995 and January 1996 in conjunction with the
Restructuring and to liquidate merchandise from the 98 holiday stores and 129
seasonal kiosks. Occupancy costs increased as a percent of sales in 1995 as
compared to the same period one year earlier as Wilsons' occupancy costs,
which are primarily fixed rents associated with store leases, did not decline
at the same rate as the decline in comparable store sales.
Operating expenses in 1995, before Restructuring and asset impairment
charges, were $136.3 million, or 29.5% of sales, compared to $152.5 million,
or 32.1% of sales, in 1994. Of the $16.2 million decrease in operating
expenses, approximately $10 million was attributable to the strategic
initiative to close unprofitable stores. The Company implemented certain
profit enhancement measures during the second quarter of 1995 that accounted
for the majority of the remaining expense reductions. These profit enhancement
measures included store sales productivity gains as a result of revising store
staffing patterns and levels, improving expense control and revising layaway
and check acceptance policies while simultaneously introducing debit/ATM cards
as an additional form of payment in a number of markets.
Operating expenses in 1995, after Restructuring and asset impairment
charges, were $318.5 million, or 68.9% of sales, as compared to $152.5
million, or 32.1% of sales, in the previous year. As part of the
Restructuring, during the fourth quarter of 1995 the Company recorded a pre-
tax Restructuring charge of $134.3 million to reflect the anticipated costs
associated with closing approximately 100 of Wilsons' stores and the write-off
of goodwill and other intangibles, and a pre-tax asset impairment charge of
$47.9 million related to the write-off of certain assets upon the adoption of
SFAS No. 121.
Income from operations before depreciation, amortization, Restructuring and
asset impairment charges was $30.5 million, or 6.6% of sales, in 1995 compared
to $15.0 million, or 3.2% of sales, in 1994 due to the factors described
above. This measure of net income (loss) is provided because it is a measure
commonly used in the retail industry; however, it is not a measurement of
financial performance under generally accepted accounting principles and is
not meant to represent discretionary funds available to management. See Note
(5) under "Selected Historical and Pro Forma Consolidated Financial Data".
Income from operations in 1995, before Restructuring and asset impairment
charges, was $9.1 million, or 2.0% of sales, compared to a loss of $7.3
million, or 1.5% of sales, in 1994. The $16.4 million improvement was
primarily due to discontinuing the Snyder Leather off-price concept during the
first quarter of 1995 and profit enhancement measures introduced during the
second quarter of 1995. Loss from operations in 1995, after Restructuring and
asset impairment charges, was $173.1 million compared to a loss of $7.3
million in 1994.
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Adjusted EBITDA for the year ended December 31, 1995 was $30.5 million
compared to $15.0 million for the year ended December 31, 1994. This
represents a 103.3% increase in Adjusted EBITDA, primarily due to the reasons
set forth above.
Net interest expense in 1995 was $10.4 million, or 2.3% of sales, compared
to $8.4 million, or 1.8% of sales, during the prior year. The Company's
average annual interest rate paid on outstanding loan amounts to CVS in 1995
was 6.4% compared to 4.7% in 1994. This increase was partially offset by a
reduction in the average outstanding loan balance with CVS to $151.9 million
in 1995 compared to $165.1 million in 1994 as a result of lower inventory
levels due to store closings and a higher inventory turn rate.
Income tax benefit in 1995 was $10.1 million compared to $3.1 million in
1994. The effective tax rate declined in 1995 to 5.5% from 19.8% in 1994. The
decline was primarily due to the effective tax rate impact of nondeductible
goodwill in 1995 compared to 1994.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993
During 1994, Wilsons opened 23 new stores and closed 26 existing stores,
compared to 40 new store openings, 31 store acquisitions and 23 store closings
in 1993. At the end of 1994, Wilsons operated 628 stores comprised of 626
stores in 46 states and the District of Columbia and two stores in England,
compared to 631 stores in 44 states and the District of Columbia at the end of
1993. Wilsons also operated 59 holiday and 76 seasonal kiosks during the
fourth quarter of 1994 compared to 25 holiday stores and 55 seasonal kiosks
during the fourth quarter of 1993.
Sales decreased 0.8% in 1994 to $474.6 million from $478.5 million in 1993.
The decrease reflected a 5.1%, or $23.1 million, decline in comparable store
sales due primarily to a decline in demand for all outerwear and leather
apparel during the fall of 1994. This decline was partially offset by
operating an average of 22 more stores in 1994 compared to 1993, reflecting
the full year impact of the 71 store openings and acquisitions in 1993, which
had a positive effect on 1994 sales. In addition, the comparable store sales
decline was partially offset by the expansion of holiday stores and seasonal
kiosks, which were open in 34 and 21 more locations, respectively, than in
1993, accounting for an increase in sales of $6.3 million compared to 1993.
Non-comparable store sales, other than holiday stores and seasonal kiosk
sales, were up $12.9 million from 1993 as the Company realized the full year
sales impact of the 1993 openings and acquisitions.
Cost of goods sold, buying and occupancy costs in 1994 were $329.4 million,
or 69.4% of sales, as compared to $320.5 million, or 67.0% of sales, for the
same period of the prior year. Gross margin net of occupancy costs decreased
as a percent of sales in 1994. The decrease in gross margin net of occupancy
costs as a percentage of sales was primarily attributable to increased
markdowns resulting from high year end inventory levels as a result of
sluggish demand for leather apparel during the fourth quarter of 1994. At the
same time, however, the Company increased its mix of accessory sales, which
generally have higher gross profit margins than apparel, to 20.6% of sales in
1994 from 16.8% in 1993. The increase in accessory sales was a result of
increased accessory emphasis in the stores due to the acquisition of
Georgetown Leather Design during June 1993 and opening 21 additional seasonal
kiosks in 1994. Occupancy costs decreased as a percent of sales in 1994 as
compared to the same period one year earlier as Wilsons occupancy costs
increased due to the full-year rent impact of the store openings and
acquisitions in 1993 combined with the effect of the decline in comparable
store sales.
Operating expenses in 1994 were $152.5 million, or 32.1% of sales, compared
to $140.8 million, or 29.4% of sales, in 1993. The $11.7 million increase in
operating expenses was primarily attributable to the full year impact of 63
traditional stores opened or acquired during the last seven months of 1993.
Income from operations before depreciation, amortization, Restructuring and
asset impairment charges was $15.0 million, or 3.2% of sales, in 1994 compared
to $37.9 million, or 7.9% of sales, in 1993 due to the factors described
above.
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Loss from operations in 1994 was $7.3 million, or 1.5% of sales, compared to
income from operations of $17.2 million, or 3.6% of sales, in 1993. The $24.5
million decline was primarily due to a 5.1% comparable store sales decline
during 1994 and the full year impact of 71 new or acquired stores during 1993.
Historically, the Company has opened most of its stores during the last half
of the year. As a result, new stores opened just prior to the fourth quarter
produce profits in excess of their annualized profits since the stores
typically generate losses in the first six months of the year.
Adjusted EBITDA for the year ended December 31, 1994 was $15.0 million
compared to $37.9 million for the year ended December 31, 1993. This
represents a 60.4% decrease in Adjusted EBITDA, primarily due to the reasons
set forth above.
Net interest expense in 1994 was $8.4 million, or 1.8% of sales, compared to
$5.1 million, or 1.1% of sales, during the prior year. The average outstanding
loan balance with CVS increased to $165.1 million in 1994 compared to $147.1
million in 1993 due to operating an average of 22 more stores during 1994. The
Company's average annual interest rate paid on outstanding loan amounts to CVS
in 1994 was 4.7% compared to 3.3% in 1993.
Income tax benefit in 1994 was $3.1 million compared to an income tax
provision of $7.0 million in 1993. The effective tax rate declined in 1994 to
a 19.8% benefit from a 58.2% tax in 1993. The decline was primarily due to the
effective rate impact of nondeductible goodwill and state income taxes in 1994
compared to 1993.
LIQUIDITY AND CAPITAL RESOURCES
Wilsons' primary capital requirements are driven by the Company's strategy
to open new stores, remodel existing stores, update information systems and
meet seasonal working capital needs. The Company's peak working capital needs
typically occur during the period from August through early December as
inventory levels are increased in advance of the Company's peak selling season
from October through December. Commencing in 1997, the Company currently plans
to open 12 to 17 traditional stores and at least six airport stores annually
for the next several years. Such stores are part of the Company's long-term
strategy to identify new growth opportunities and increase profit margins. See
"Business--Business Strategy" and "--Growth Strategy."
Prior to the Acquisition, the primary sources of the Predecessor Companies'
cash for working capital and capital expenditures were net cash flows from
operating activities and borrowings from CVS. The Predecessor Companies
participated in CVS's centralized cash management system whereby cash received
from operations was transferred to CVS's centralized cash accounts and cash
disbursements were funded from the centralized cash accounts on a daily basis.
The receipt and disbursement of cash was tracked through an intercompany cash
management account. Accordingly, cash required for operating and capital
expenditures during the year was met from this source.
General Electric Capital Corporation and a syndicate of banks (the "Banks")
have provided WLHI with a three-year Senior Credit Facility that expires in
May 1999. The Senior Credit Facility provides for borrowings of up to $150.0
million in aggregate principal amount, which amount includes a letter of
credit subfacility of up to $90.0 million. The maximum amount available under
the Senior Credit Facility, however, is further subject to a borrowing base
limitation (less certain reserves) of 65% of eligible inventory. The Company's
borrowing availability is also reduced by outstanding letters of credit.
Interest is payable on borrowings at one or more variable rates determined by
reference to the "prime" rate plus .25% ("prime" plus 0.0% for the first $10.0
million of borrowings), or LIBOR plus 1.75%. The spreads are subject to
possible changes based upon the Company's financial results. As of August 2,
1997, the Company had no consolidated borrowings outstanding under its Senior
Credit Facility. The Company pays a monthly fee equal to .375% per annum on
the unused amount of the Senior Credit Facility and on that portion of the
first $10.0 million in borrowings that bears interest at prime plus a spread.
For letters of credit, the Company pays a monthly fee in an amount equal to
1.25% per annum times the daily average of the amount of letters of credit
outstanding during each month, which percentage is subject to possible changes
based on the Company's financial results. The Senior
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Credit Facility contains certain covenants limiting, among other things, the
Company's and each Guarantor's ability to make capital expenditures, pay cash
dividends or make other distributions. Specifically, the Guarantors are
prohibited from paying upstream dividends in excess of the amounts required to
service the Senior Notes and for taxes and other limited operating expenses.
The Company plans to use the Senior Credit Facility for its immediate and
future working capital needs, including capital expenditures. As of August 2,
1997, there was $43.9 million in outstanding letters of credit under the
Senior Credit Facility. From inception through February 1, 1997, the peak
borrowings and letters of credit outstanding under the Senior Credit Facility
were $48.2 million and $60.9 million, respectively, and the average amounts of
such borrowings and amounts covered by outstanding letters of credit for such
period were $15.8 million and $40.1 million, respectively. During 1995, the
highest amounts borrowed by the Company from CVS, net of the prior
indebtedness eliminated as part of the Acquisition, to fund working capital
expenditures and covered by outstanding letters of credit were $112.7 million
and $97.4 million, respectively, and the average amounts of such borrowings
and amounts covered by outstanding letters of credit for such year were $51.9
million and $58.9 million, respectively. The Company is highly dependent on
the Senior Credit Facility to fund working capital and letter of credit needs,
and management believes that the Senior Credit Facility, together with current
and anticipated cash flow from operations and remaining net proceeds from the
sale of the Senior Notes, should be adequate to meet the Company's anticipated
working capital and capital expenditure requirements until the Senior Credit
Facility expires in 1999, when the Company expects to extend or replace such
facility. There can be no assurance, however, that the Senior Credit Facility
will be sufficient to fund such needs, or, if the Senior Credit Facility is
insufficient to meet such needs, that the Company will be able to obtain any
additional financing or obtain such financing on terms acceptable to the
Company. See "Description of Senior Credit Facility."
As of August 2, 1997, the Company also had outstanding the CVS Note, which
was a senior secured subordinated note for $61.3 million. $60.5 million of the
principal amount of the note bore interest at the rate of 10% per annum,
compounded annually, with all such principal and interest due and payable on
December 31, 2000. As of August 2, 1997, $1.2 million in interest had accrued
on the CVS Note. The remaining principal balance of the note ($0.8 million)
did not bear interest. On August 18, 1997 the Company repurchased the CVS Note
with a portion of the proceeds of the Offering discussed below.
On August 18, 1997, the Company completed the Offering of $75.0 million of
the Senior Notes to certain institutional buyers. Interest on the Senior Notes
at the rate of 11 1/4% per annum is payable semi-annually in arrears on
February 15 and August 15 of each year, commencing on February 15, 1998. The
Senior Notes mature on August 15, 2004, unless previously redeemed, and the
Company is not required to make any mandatory redemption or sinking fund
payment prior to maturity. The Senior Notes are general unsecured obligations
of the Company and rank senior in right of payment to all existing and future
subordinated indebtedness of the Company and rank pari passu in right of
payment with all other current and future unsubordinated indebtedness of the
Company. The Indenture governing the Senior Notes contains numerous operating
covenants that limit the discretion of management with respect to certain
business matters, and which place significant restrictions on, among other
things, the ability of the Company to incur additional indebtedness, to create
liens or other encumbrances, to declare or pay any dividend, to make certain
payments or investments, loans and guarantees and to sell or otherwise dispose
of assets and merge or consolidate with another entity. See "Description of
Senior Notes." The Company used $56.5 million of the approximately $72.1
million in net proceeds from the Offering to repurchase the CVS Note. The
balance of the net proceeds will be used for general corporate purposes,
including capital expenditures and additional store openings. See "Use of
Proceeds." Such proceeds will reduce the total amount of borrowings under the
Senior Credit Facility.
CASH FLOW
Operating activities for the twenty-six week period ended August 2, 1997
resulted in cash used of $61.5 million compared to cash used of $56.0 million
in the twenty-seven week period ended August 3, 1996. The $61.5 million cash
used in operating activities in the twenty-six week period ended August 2,
1997 was primarily a result of the $19.8 million net loss, the $22.3 million
seasonal increase in inventories, and the $17.0 million
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decrease in income taxes payable and other liabilities (resulting from the
$11.2 million tax benefit generated by the year-to-date net loss and the $7.4
million tax payments made in the twenty-six weeks ended August 2, 1997).
Fluctuations in certain balance sheet accounts between February 1, 1997 and
August 2, 1997 reflect normal seasonal variations within the retail industry.
The levels of cash and cash equivalents, inventories and accounts receivable
fluctuate due to the seasonal nature of the retail business. Along with the
fluctuations in these current assets, there is also a corresponding
fluctuation in trade accounts payable and certain accrued expenses.
Operating activities for the period from inception (May 26, 1996) to
February 1, 1997 resulted in cash provided of $34.2 million compared to cash
provided of $63.0 million for the eight-month period ended January 27, 1996.
The $28.8 million decrease in cash provided by operating activities in the
1996 period compared to the same period in 1995 resulted from several
different factors. The net loss for the eight months ended January 27, 1996 of
$145.6 million was offset by a noncash Restructuring charge of $182.2 million
and depreciation and amortization of $13.3 million. Inventories also increased
from $53.1 million at May 26, 1996 to more normal seasonal levels of $64.9
million at February 1, 1997. This increase was due primarily to an overall
increase in the carrying level of inventories after the Acquisition. In
addition, prepaid expenses were higher in the most recent period due to the
timing of rent payments which occurred after the period ended on January 27,
1996 and before the period ended on February 1, 1997.
Operating activities in the first five months of 1996 prior to the
Acquisition resulted in cash used of $16.0 million compared to cash used of
$11.5 million in the same period of 1995. The $4.5 million increase in cash
used by operating activities in the first five months of 1996 compared to the
same period in 1995 resulted primarily from negotiated settlements with
landlords for stores closed prior to their scheduled lease expiration dates
during the 1996 period. In addition, the net loss for the five-month period in
1996 declined by $16.9 million compared to the same period in 1995 as a result
of lower operating expenses associated with operating an average of 90 fewer
stores during the first five months of 1996, partially offset by $7.7 million
less cash provided by the reduction of inventory during that same period.
Operating activities in 1995 resulted in cash provided of $53.1 million
compared to cash provided of $12.2 million in 1994 and $12.0 million in 1993.
The increase in cash provided from operating activities in 1995 as compared to
1994 and 1993 was primarily generated by a $27.7 million decrease in inventory
resulting primarily from the liquidation of inventory from the closed stores
which exceeded the associated decrease in accounts payable.
Investing activity for the twenty-six weeks ended August 2, 1997 was
comprised of capital expenditures totaling $2.6 million. The capital
expenditures were primarily for the implementation of certain new information
systems and the renovation of and improvements to existing stores. Capital
expenditures for the twenty-seven week period ended August 3, 1996 totaled
$4.3 million. Commencing in 1997, the Company currently plans to open 12 to 17
traditional mall-based stores and at least six airport stores annually for the
next several years. The cost to open a traditional mall-based store is
currently estimated to range from $130,000 to $200,000. The cost to open an
airport store is currently estimated to range from $125,000 to $175,000.
Capital expenditures for the year ending January 31, 1998 are anticipated to
be approximately $13.0 million.
Investing activity for the period from inception to February 1, 1997 was
comprised of capital expenditures totaling $5.9 million. The capital
expenditures were primarily for enhancements to the Company's management
information systems, five store openings, and the renovation of and
improvements to existing stores. Capital expenditures for the same period in
1995 totaled $7.5 million. Investing activity in 1996 included the Acquisition
of the Predecessor Companies, net of cash acquired, for $37.1 million.
Investing activity was comprised primarily of capital expenditures totaling
$3.6 million, $2.9 million, $10.1 million, $20.7 million and $26.6 million
during the five months ended May 25, 1996, and May 27, 1995, and the years
1995, 1994, and 1993, respectively. These expenditures were primarily for the
addition of the new stores, which cost, on average, $182,000 and $173,000 to
construct in 1995 and 1994, respectively, renovations of and
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improvements to existing stores and enhancements to the Company's management
information systems. The decrease in cash used in investing activities in 1995
as compared to 1994 and 1993 was primarily due to five store openings in 1995
compared to 23 store openings in 1994 and 40 store openings in 1993. In
addition, the Company used approximately $6.4 million to purchase
substantially all of the assets of Georgetown Leather Design in June 1993.
Cash provided by financing activities for the twenty-six weeks ended August
2, 1997 was $6.6 million. The $6.6 million provided by financing activities
was the result of $9.5 million in net proceeds from the Company's initial
public offering offset by a $2.9 million decrease in book overdrafts which
occur as outstanding checks exceed funds on deposit in noninvestment accounts.
The proceeds from the initial public offering enable the Company to reduce
seasonal borrowings under the Senior Credit Facility. In addition, on May 27,
1997, the holders of the 7,405 shares of Series A Preferred exchanged their
entire holdings of such shares for common stock in a noncash transaction.
Financing activities in the twenty-seven weeks ended August 3, 1996 included
the elimination of all prior indebtedness owed by the Predecessor Companies to
CVS and the sale of $12.0 million of common and preferred stock in connection
with the Acquisition. See "Certain Transactions."
Cash provided from financing activities for the period from inception to
February 1, 1997 was $16.2 million compared to cash used of $50.6 million in
the same period in 1995. The proceeds provided from financing activities in
1996 resulted from the sale of common and preferred stock of $12.0 million and
a $4.2 million increase in book overdrafts. The $50.6 million used in
financing activities in the eight-month period ended January 27, 1996 was a
result of decreased intercompany borrowings of $57.8 million from CVS offset
by a $7.2 million increase in book overdrafts. As part of the Acquisition, CVS
eliminated all prior indebtedness owed to it by the Predecessor Companies.
Cash used for financing activities was $46.0 million in 1995 compared to
cash provided from financing activities of $20.4 million in 1994 and $20.9
million in 1993. The cash used for financing activities in 1995 resulted from
paying down outstanding intercompany debt to CVS. Wilsons' loan balance to CVS
was $78.8 million at the end of 1995 compared to $124.2 million at the end of
1994 and $100.3 million at the end of 1993. As part of the Acquisition, CVS
eliminated all prior indebtedness owed by the Predecessor Companies to CVS.
Management believes that Wilsons' financial resources, including the Senior
Credit Facility, the net proceeds from the Company's initial public offering,
the net proceeds from the Offering and estimated cash flow from operations,
will be adequate to fund the Company's operations until the Senior Credit
Facility expires in 1999, when the Company expects to extend or replace such
facility.
SEASONALITY AND INFLATION
A majority of the Company's net sales and operating profit is generated in
the peak selling period from October through December, which includes the
holiday selling season. Wilsons recorded 55.6% of its total 1996 sales in the
peak selling period. For 1996, 34.9% of the Company's sales were generated
during the period from the day after Thanksgiving through January 4, 1997. As
a result, the Company's annual operating results have been, and will continue
to be, heavily dependent on the results of its peak selling period. Net sales
are generally lowest during the period from April through July, and the
Company typically does not become profitable, if at all, until the fourth
quarter of a given year. Most of the Company's stores are unprofitable during
the first three quarters. Conversely, nearly all of the Company's stores are
profitable during the fourth quarter, even those that may be unprofitable for
the full year. Historically, the Company has opened most of its stores during
the last half of the year. As a result, new stores opened just prior to the
fourth quarter produce profits in excess of their annualized profits since the
stores typically generate losses in the first six months of the year.
49
<PAGE>
The following table sets forth certain unaudited financial information for
Wilsons for each calendar quarter of 1995, each fiscal quarter of the year
ended February 1, 1997 (and pro forma for such periods) and the first two
fiscal quarters for the year ending January 31, 1998 (and pro forma for such
periods). This quarterly information has been prepared on a basis consistent
with the Company's audited financial statements appearing elsewhere in this
Prospectus and reflects adjustments which, in the opinion of management,
consist of normal recurring adjustments, necessary for a fair presentation of
such unaudited quarterly results when read in conjunction with the audited
financial statements and notes thereto.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Calendar 1995
Net sales....................... $ 93.4 $ 47.3 $ 62.4 $ 259.3
Loss from operations............ (16.1) (22.6) (18.9) (115.5)(/1/)
Net loss........................ (15.2) (20.8) (18.3) (119.1)(/1/)
Year Ended February 1, 1997
(/2/)(/3/)
Net sales....................... 66.8 41.4 86.4 230.2
Income (loss) from operations... (9.8) (18.0) .9 55.3
Net income (loss)............... (7.2) (11.9) (1.0) 33.0
Year Ended February 1, 1997 (Pro
Forma) (/2/)(/3/)(/4/)
Net sales....................... 65.0 41.0 86.4 230.2
Income (loss) from operations... (16.9) (17.2) .9 56.8
Net income (loss)............... (15.8) (11.6) (1.1) 32.5
Year Ending January 31, 1998
Net sales....................... 56.9 36.5 -- --
Loss from operations (/5/)...... (10.4) (18.7) -- --
Net loss (/5/).................. (7.2) (12.6) -- --
Year Ending January 31, 1998 (Pro
Forma) (/4/)
Net sales....................... 56.9 36.5 -- --
Loss from operations............ (9.9) (18.3) -- --
Net loss........................ (6.9) (12.1) -- --
</TABLE>
- --------
(1) Includes a pre-tax Restructuring charge of $134.3 million related to the
anticipated costs associated with the closing of the Predecessor
Companies' stores and the write-off of goodwill and other intangibles
during the fourth quarter of 1995. Also includes a pre-tax asset
impairment charge of $47.9 million related to the write-off of certain
assets upon the adoption of SFAS No. 121 during the fourth quarter of
1995.
(2) The fourteen weeks ended August 3, 1996 (second quarter) represent a
period which combines the results of operations of the Predecessor
Companies prior to the Acquisition from April 28, 1996 through May 25,
1996, and the Company after the Acquisition from May 26, 1996 through
August 3, 1996.
(3) The year ended February 1, 1997 represented a 53-week period. The first,
third and fourth quarters were comprised of 13 weeks and the second
quarter was comprised of 14 weeks.
(4) See "Pro Forma Unaudited Consolidated Financial Statements."
(5) Income (loss) from operations and net income (loss) for the fiscal quarter
ending November 1, 1997 and for the fiscal year ending January 31, 1998
will be significantly impacted by the net effect ($3.8 million net
expense) of certain non-recurring, non-cash charges and gains arising from
the Offering. See "--Overview."
The Company does not believe that inflation has had a material effect on the
results of operations during the past three years; however, there can be no
assurance that the Company's business will not be affected by inflation in the
future.
50
<PAGE>
BUSINESS
OVERVIEW
Wilsons is the leading specialty retailer of men's and women's leather
outerwear, apparel and accessories in the United States. The Company's
nationwide network of 452 retail stores is located in 44 states and the
District of Columbia and England. The Company offers quality leather products
under several formats: "Wilsons The Leather Experts," the Company's
traditional mall-based store, offers a full range of moderately priced
merchandise, while "Tannery West" and "Georgetown Leather Design" are mall-
based stores offering a more targeted line of upscale merchandise. As of
August 2, 1997, Wilsons operated 12 airport stores, which focus on selling
accessories to business travelers and tourists, and 440 mall-based stores. The
Company supplements its mall-based operations with holiday stores and seasonal
kiosks during its peak selling period from October through December and plans
to open approximately 200 holiday stores and 100 kiosks in 1997. For the
twelve months ended August 2, 1997, the Company generated net sales of $410.0
million and Adjusted EBITDA of $31.4 million.
Wilsons offers an extensive selection of quality merchandise at affordable
prices, with a consistent focus on customer service through its staff of sales
associates trained in leather types, quality and care. The Company offers more
than 6,000 SKUs of men's and women's leather apparel and leather accessories
such as gloves, handbags, wallets, briefcases, planners and computer cases.
Wilsons offers quality merchandise at affordable prices to provide value for
its customers and to develop a loyal customer base. The Company believes it
can offer lower prices than its competitors for merchandise of comparable
quality due to its integrated global sourcing capability, merchandising
strategy, and efficient, cost-effective distribution system. Wilsons' mall-
based stores average approximately 2,000 square feet in size and are located
primarily in high-traffic regional shopping malls with a merchandising
strategy targeted to the demographics and buying patterns of the surrounding
population. Management believes the Company's global sourcing, nationwide
store network, value-based quality merchandise and strong customer service
combine to provide the Company with competitive advantages over other mall-
based leather retailers, and contribute to attractive cash flow margins.
Wilsons has increased its Adjusted EBITDA from $15.0 million for the fiscal
year ended December 31, 1994 to $31.4 million for the twelve-month period
ended August 2, 1997, a compound annual growth rate of approximately 33%. Over
the same period, the Company's Adjusted EBITDA margin has increased from 3.2%
to 7.7%, primarily as a result of the Company's: (i) Restructuring; (ii)
vertically-integrated global product sourcing; (iii) merchandising strategy;
and (iv) distribution system.
Restructuring. As part of a program to enhance the Company's profitability
and improve its portfolio of stores, management closed 156 stores, between
January 1, 1995 and May 25, 1996, that had not achieved targeted cash flow
levels, wrote off an amount of goodwill and certain other non-productive
assets and recorded charges for certain related lease obligations. As part of
the Restructuring, in 1995 the Company recorded a Restructuring charge of
$134.3 million related to store closings and the write-off of goodwill and
other intangibles, and an asset impairment charge of $47.9 million related to
the write-off of certain assets. Following the Restructuring, the Company
maintained its geographically diverse store base and improved its financial
results, which management believes positions the Company for future revenue
and cash flow growth.
Vertically-Integrated Global Product Sourcing. Wilsons' integrated global
product sourcing network allows the Company to design, purchase leather for,
and contract for the manufacturing of most of the apparel and accessories sold
in its stores. In 1996, Wilsons contracted for the manufacture of
approximately 1.8 million leather garments, which management believes makes
the Company the largest leather apparel purchaser in the world. This volume
purchasing and vertical integration provides Wilsons with greater operational
control and flexibility resulting in reduced order lead times, increased
responsiveness to changing consumer preferences and fashion trends, and the
ability to offer its customers better value by providing quality products at
competitive prices.
51
<PAGE>
Merchandising Strategy. Since 1992, Wilsons has reduced its sourcing time
from approximately 120 days to approximately 90 days by more closely
integrating the Company's designers and merchandisers with its extensive
contract manufacturing sources. This reduced sourcing time results in more
successful product lines, efficient inventory management and the reduced need
for markdowns on merchandise at the end of the selling season. The benefits of
the reduced sourcing time are enhanced by the Company's newly implemented
merchandise information system. This system is designed to improve the quality
and availability of merchandising data to allow management to better analyze
merchandise trends and adjust its merchandising strategies.
Distribution System. Management believes the Company has a significant
competitive advantage by virtue of its ability to manage the flow of its
merchandise from the sourcing of leather through the sale of its apparel and
accessories in the Company's retail stores. Wilsons' merchandise is shipped
directly from the contract manufacturers to the Company's state-of-the-art
distribution center. Wilsons has also redesigned and automated its
distribution center to more efficiently process merchandise. As a result,
approximately 40% of the merchandise received in the distribution center is
sent directly to the Company's stores through cross-docking, which allows for
more efficient handling and more timely delivery of inventory and reduced
distribution expense.
BUSINESS STRATEGY
Wilsons' objectives are to gain additional market share, strengthen its
position as the largest specialty retailer of leather outerwear, apparel and
accessories in the United States and increase the cash flow and profitability
of the Company. Key elements of the Company's business strategy include:
Promote the Company's Leather Expertise. The Company has built its image as
"The Leather Experts" by offering its customers an extensive selection of
affordably priced quality leather merchandise and expertise in the unique
properties and care of leather merchandise. The Company provides ongoing
training for its sales associates in leather types, quality and care to
develop the associates' leather expertise and to deliver a high level of
customer service.
Maximize Merchandising Opportunities Through Vertical Integration. Wilsons'
operations integrate the design of leather merchandise, the development and
sourcing of new leather textures, colors and finishes, and the contract
manufacturing and importation of goods to efficiently deliver merchandise to
its stores. The Company believes that its vertical integration gives it
several competitive advantages over other mall-based leather retailers,
including the ability to:
. Reduce the amount of cash needed to maintain optimal inventory levels;
. Better manage order lead times and delivery schedules;
. Change its merchandise mix and respond more rapidly to fashion trends
and consumer demand;
. Purchase leather and contract for manufacturing at favorable prices; and
. Reorder faster selling merchandise within the same selling season.
Create Brand Recognition. Over 80% of Wilsons' products are sold under its
proprietary brand names, including Wilsons the Leather Experts, Tannery West,
Georgetown Leather Design, Berman Buckskin, Adventure Bound, Maxima, Open Road
and M. Julian, which are trademarks and registered trademarks of the Company.
These proprietary brand name products typically generate higher gross margins
than other products offered by the Company. This branding permits the Company
to provide unique merchandise not sold by other retailers. In addition to its
own brands, Wilsons also selectively offers designer brands such as Guess?,
Jones New York, Kenneth Cole, Andrew Marc and Bosca, which brand names and
registered trademarks are the property of their respective holders. The
combination of Wilsons' brands with these designer brands is intended to
enhance the value of the Company's brands and the breadth and depth of
Wilsons' selection.
52
<PAGE>
REVENUE AND CASH FLOW GROWTH STRATEGY
Wilsons seeks to strengthen its market position and improve its operating
results by focusing on higher margin products, further reducing costs,
increasing comparable store sales and selectively growing its store base. The
improved profitability of the Company's store base and stronger cash flow
margins following the Restructuring have positioned Wilsons to take advantage
of future growth opportunities. Key elements of Wilsons' growth strategy
include:
Continue to Enhance Profit Margins. Wilsons strives to increase its
operating margins by: (i) emphasizing higher margin accessories in its mall-
based stores' merchandise mix and opening additional airport stores that
primarily focus on accessories; (ii) fully utilizing the Company's recently
upgraded merchandise information system to better match store style
allocations to customer purchasing patterns and reduce markdowns;
(iii) increasing productivity in the Company's distribution center and by
further leveraging administrative expenses; and (iv) improving the utilization
of its outlet stores to efficiently sell slower moving products.
Increase Comparable Store Sales. Wilsons is implementing programs to improve
its comparable store sales. These programs include: (i) maintaining a broad
assortment of classic, functional merchandise while offering merchandise
reflecting current fashion trends to attract customers into its stores; (ii)
improving sales associates' productivity by offering incentives to improve
their sales per hour and more closely monitoring their performance; and (iii)
altering display of merchandise in the stores during non-peak selling seasons
to emphasize accessories.
Increase Store Base. The Company plans to increase the number of its stores
and continue to open and operate holiday stores and seasonal kiosks during its
peak selling season. The increase in stores is expected to come from the
opening of new stores utilizing the following formats:
. Mall-Based Stores. Wilsons currently plans to open 12 to 17 new
traditional mall-based stores per year in markets or regional malls that
management believes offer growth opportunities and significant profit
potential.
. Airport Stores. High traffic business traveler and tourist locations
offer significant growth opportunities for the Company. These locations
generally offer more accessories, including travel luggage and executive
accessories. These stores typically generate higher revenue per square
foot and are subject to less seasonal variation than traditional mall-
based stores. Wilsons has opened 12 airport locations since 1993 and
currently plans to open at least six airport stores per year for the
next several years.
. Seasonal Concepts. Wilsons has developed the expertise required to
successfully open holiday stores and seasonal kiosks that operate in
malls for three to four months each year. Typically, holiday stores
temporarily occupy vacant store space in malls where the Company does
not operate a traditional store. Holiday stores allow the Company to
evaluate the potential of new markets and malls as permanent locations
for new Wilsons' mall-based stores. Seasonal kiosks are generally
designed to complement and enhance the operation of the traditional
Wilsons stores in the same mall. Wilsons currently plans to open
approximately 200 holiday stores and 100 seasonal kiosks in 1997.
The Company is also exploring the use of different store concepts, layouts and
merchandise offerings within its portfolio of mall-based stores and may also
consider wholesaling opportunities that fit its distribution strategy.
INDUSTRY BACKGROUND
The retail leather apparel and accessories markets are well established in
the United States. Management believes that these markets are substantially
larger than they were twenty years ago. Management believes that a significant
factor in the growth of the leather apparel and accessories industry over that
twenty-year period is the increase in foreign manufacturing, particularly in
the Far East. The increase in foreign sourcing, along with technical advances
in hide tanning in the early 1980s, have allowed the Company to offer quality
merchandise at lower prices to more consumers. Due in part to the popularity
of the leather "bomber" jacket, retail leather apparel sales reached a peak in
1989. Mass merchandisers began selling leather during the early 1990s on a
broader basis. However, during the early 1990s, due to adverse conditions in
the retail apparel industry and
53
<PAGE>
changes in fashion trends, there was a downward trend in industry sales of
leather apparel and outerwear in general and a consolidation of retailers
selling leather apparel. The Company has emerged as the leader in the U.S.
specialty retail leather apparel and accessories industry following such
consolidation.
COMPANY HISTORY
Wilsons House of Suede, Inc. ("House of Suede"), one of the Predecessor
Companies, was founded in the late 1940s as a family business which
established a reputation for quality leather, innovative fashion and a
commitment to customer service. In the mid-1960s, House of Suede developed a
strategy to make leather products an affordable purchase for the mass market.
In implementing this strategy, House of Suede grew successfully through the
1970's. By 1982, when House of Suede was acquired by CVS, it had grown to a
42-store chain.
Through the 1980s, CVS pursued an aggressive expansion strategy for the
Predecessor Companies in order to achieve market penetration in the highly
fragmented leather apparel industry. Under CVS's ownership, the Predecessor
Companies opened or acquired between 30 and 60 stores per year and made
strategic acquisitions of small regional chains, including Leather Loft and
Tannery West. Through its acquisition of Bermans The Leather Experts, Inc.
("Bermans") in 1988, the Predecessor Companies became the leading specialty
retailers of leather apparel and accessories operating nationwide. Founded in
1899, Bermans originally specialized in purchasing and selling hides and furs,
and subsequently diversified into retailing. Lyle Berman, a director of the
Company, had an ownership interest in Bermans at various times until it was
sold to CVS. When CVS acquired Bermans, the result was a company with
expertise in all areas of the leather apparel business, from design and
contract manufacturing to the retail sale of quality leather apparel. By 1989,
the Predecessor Companies had established a national presence as the leading
specialty retailer of leather apparel, with over 500 traditional stores,
covering substantially all of the major regional malls in the United States.
This position was further reinforced by the acquisition of Georgetown Leather
Design in 1993. The Company was organized in May 1996 to acquire the
Predecessor Companies from CVS. See "The Acquisition" and "Certain
Transactions."
Although the Company is a retail company, certain of the Predecessor
Companies had previously been involved in manufacturing operations. Pursuant
to the Sale Agreement (as defined herein), the Company is indemnified by CVS
for certain potential environmental liabilities disclosed therein that relate
to the Predecessor Companies. The Company, however, is still subject to
applicable international, national, state and local environmental laws, rules
and regulations that can impose strict liability upon the Company; therefore,
although the Company is currently not aware of any third-party claims relating
to such disclosed potential environmental liabilities or of any other
potential environmental liabilities for its current operations or past
operations of the Predecessor Companies, the Company could be exposed to
potential liability for such operations in the future.
VERTICALLY INTEGRATED OPERATIONS
The Company believes that a key competitive advantage over most other mall-
based leather retailers is its ability to integrate the functions of its
leather design and development, contract manufacturing management,
merchandising, marketing and retail sales departments. These departments work
closely together to make decisions on overall merchandise mix, order quantity
and marketing efforts. The Company is implementing information systems, which
it believes will be fully operational by the end of 1997, to further integrate
its key management functions. The Company believes that its integrated
management and information systems give it the ability to bring leather from
raw material to finished product quickly and efficiently.
The Company intends to enhance the integration of its functions by utilizing
the Company's information systems and data on customer lifestyles and
merchandise preferences. The Company currently collects point-of-sale
information on its customers' names, addresses and purchase histories, which
has resulted in the compilation of information on more than five million
customers. The Company intends to use its new information systems to analyze
this data for the purpose of grouping such customers into one or more customer
segments. These segments are defined by demographic, socioeconomic and
lifestyle characteristics, which also correlate with
54
<PAGE>
customer preferences. When the new system is fully operational, the Company's
merchants will be better able to use customer segment information to help
design merchandise and plan orders, and make distribution and reorder
decisions for each store. Wilsons' manufacturing managers located in the Far
East will also be integrated into this process to ensure that new styles are
tested and brought to market quickly and that strong selling merchandise is
given priority within the production pipeline and sent promptly to the stores.
The Company's marketing department will be able to use the customer segment
information to design targeted customer promotions.
STORE FORMATS
Wilsons is the leading specialty retailer of men's and women's leather
outerwear, apparel and accessories in the United States. The Company's
nationwide network of 452 retail stores is located in 44 states and the
District of Columbia and England. The Company offers quality leather products
under several formats: "Wilsons The Leather Experts," the Company's
traditional mall-based store, offers a full range of moderately priced
merchandise, while "Tannery West" and "Georgetown Leather Design" are mall-
based stores offering a more targeted line of upscale merchandise. As of
August 2, 1997, Wilsons operated 12 airport stores, which focus on selling
accessories to business travelers and tourists, and 440 mall-based stores. The
Company regularly supplements its mall-based operations with holiday stores
and seasonal kiosks during its peak selling period from October through
December and plans to open approximately 200 holiday stores and 100 kiosks in
1997.
55
<PAGE>
- --------------------------------------------------------------------------------
452 STORE LOCATIONS
- --------------------------------------------------------------------------------
LOGO
BCorporate Headquarters and Distribution Center
STORE COUNT AS OF AUGUST 2, 1997
<TABLE>
<CAPTION>
TRADITIONAL AIRPORT TOTAL
----------- ------- -----
<S> <C> <C> <C>
Alabama......... 2 -- 2
Arizona......... 4 -- 4
Arkansas........ 1 -- 1
California...... 63 -- 63
Colorado........ 7 -- 7
Connecticut..... 6 -- 6
Delaware........ 2 -- 2
Florida......... 4 -- 4
Georgia......... 8 3 11
Idaho........... 1 -- 1
Illinois........ 36 -- 36
Indiana......... 11 1 12
Iowa............ 8 -- 8
Kansas.......... 2 -- 2
Kentucky........ 4 -- 4
Louisiana....... 3 -- 3
Maine........... 3 -- 3
Maryland........ 13 2 15
Massachusetts... 17 -- 17
Michigan........ 21 -- 21
Minnesota....... 13 1 14
Missouri........ 5 -- 5
Nebraska........ 3 -- 3
</TABLE>
<TABLE>
<CAPTION>
TRADITIONAL AIRPORT TOTAL
----------- ------- -----
<S> <C> <C> <C>
Nevada.......... 3 -- 3
New Hampshire... 5 -- 5
New Jersey...... 21 -- 21
New Mexico...... 1 -- 1
New York........ 34 -- 34
North Carolina.. 8 -- 8
North Dakota.... 4 -- 4
Ohio............ 24 -- 24
Oklahoma........ 1 -- 1
Oregon.......... 3 -- 3
Pennsylvania.... 23 2 25
Rhode Island.... 3 -- 3
South Carolina.. 1 -- 1
South Dakota.... 2 -- 2
Tennessee....... 7 -- 7
Texas........... 14 -- 14
Utah............ 5 -- 5
Virginia........ 12 -- 12
Washington...... 16 -- 16
Washington,
D.C............ 1 1 2
West Virginia... 1 -- 1
Wisconsin....... 14 -- 14
England......... -- 2 2
--- --- ---
Total........... 440 12 452
=== === ===
</TABLE>
56
<PAGE>
Traditional Mall-Based Stores
As of August 2, 1997, Wilsons operated 440 stores in 44 states and the
District of Columbia under the names "Wilsons The Leather Experts," "Tannery
West" and "Georgetown Leather Design." These stores average approximately
2,000 square feet in size and are located nationwide, primarily in regional
shopping malls. The Wilsons The Leather Experts stores are designed to target
a broad base of consumers and showcase the full range of Wilsons products,
from men's and women's leather apparel (including coats, jackets and
sportswear) to leather accessories (including gloves, handbags, wallets,
briefcases, planners and computer cases). The Tannery West and Georgetown
Leather Design stores, located primarily in higher-end malls, target a
slightly more upscale market and focus more on leather accessories than
traditional Wilsons The Leather Experts stores. The Company utilizes customer
lifestyle, demographic and socio-economic data derived from its point-of-sale
network as well as data from outside sources relating to market potential and
mall performance to select possible new store locations. In addition, the
Company analyzes projected occupancy costs and store performance for planned
achievement of management-established cash flow objectives prior to finalizing
site selection and negotiating final lease terms. Wilsons has also established
a cross-functional review committee that approves all proposed store projects
including new sites and lease renewals, prior to commitments. In 1996, the
traditional mall-based stores had, on a pro forma basis, sales of $374.8
million, representing 88.7% of the Company's total sales; stores open the
entire year averaged sales per store of $806,000 and sales per square foot of
$387.
Airport Stores
As of August 2, 1997, Wilsons operated twelve airport stores under the
"Wilsons The Leather Experts" name, with ten locations in the United States
and two locations in England. These stores average approximately 800 square
feet in size and are designed to target business travelers and tourists.
Airport stores emphasize a wide assortment of leather accessories and carry a
limited assortment of leather apparel. Airport stores tend to be less
seasonal, due in part to a more even flow of customer traffic during the year
as compared to malls, and to an emphasis on accessories. The airport stores
generate substantially higher sales per square foot than the traditional mall-
based stores, but with higher rent expense per square foot. In 1996, the
airport stores had, on a pro forma basis, sales of $8.0 million, representing
1.9% of the Company's total sales; stores open the entire year averaged sales
per store of $791,000 and averaged sales per square foot of $861.
Holiday Stores
In 1996, Wilsons operated 224 holiday stores in 42 states. A holiday store
is a temporary, full-size Wilsons store located in a vacant mall space and
generally operated from October through December, the Company's peak selling
season. Wilsons typically locates these stores in malls where there is not
already an existing Wilsons store. These stores offer a merchandise selection
and presentation similar to the traditional Wilsons The Leather Experts
stores. Lower occupancy costs as a percent of sales result in higher operating
margins for the holiday stores as compared to the full year margins of the
Company's traditional stores. An additional benefit of holiday stores is the
ability to test new malls where the Company is considering opening a
traditional store. Merchandise purchased at holiday stores may be returned to
any of the Company's stores. In 1996, holiday stores had, on a pro forma
basis, sales of $31.3 million, representing 7.4% of the Company's total sales;
such stores averaged sales per store of $136,000.
Seasonal Kiosks
In 1992, Wilsons began to use a seasonal "kiosk" concept in order to take
further advantage of the seasonality of the Company's business and provide a
new distribution channel for future growth. In 1996, Wilsons operated 152
seasonal kiosks, 92.0% of which were in malls where Wilsons already had a
traditional store. A seasonal kiosk is generally a 100 square-foot temporary
unit located in the common area of a mall. Open primarily during October
through December, the Company's peak holiday selling season, these locations
generally offer a selected assortment of leather accessory gift items and are
designed to complement and enhance the traditional Wilsons store in the same
mall. Merchandise purchased at seasonal kiosks may be returned to any
57
<PAGE>
of the Company's stores. In 1996, seasonal kiosks had, on a pro forma basis,
sales of $8.5 million, representing 2.0% of the Company's total sales; such
kiosks averaged sales per store of $55,000.
MERCHANDISING
The Company's merchandising strategy is based on an understanding of its
customer base. Wilsons' merchandising strategy focuses on increasing its
market share by offering a broad assortment of quality leather apparel and
accessories at affordable prices. Wilsons offers more than 6,000 SKUs of men's
and women's leather apparel and leather accessories such as gloves, handbags,
wallets, briefcases, planners and computer cases. The Company emphasizes
proprietary brands, which generally carry higher margins than other
merchandise sold by the Company, including Wilsons The Leather Experts,
Tannery West, Berman Buckskin, Georgetown Leather Design, Adventure Bound,
Open Road, Maxima and M. Julian. Wilsons also complements its product mix by
selling, on a non-exclusive basis, current fashion designer merchandise, such
as Guess?, Jones New York, Kenneth Cole, Andrew Marc and Bosca. The Company
anticipates that its merchants will be able to better use customer segment
information to help design merchandise and plan orders, and make distribution
and reorder decisions for each store. See "--Vertically Integrated
Operations."
Key elements of the Company's merchandising strategy include:
. Selection--Wilsons offers its customers an extremely broad and deep
selection of leather apparel and accessories. Management believes that
the Company's traditional stores offer significantly more SKUs than
competition (e.g., department stores, specialty stores, mass
merchandisers).
. Style--The Company's use of proprietary brands is designed to translate
identified market trends into highly-focused leather apparel and
accessory assortments. The Company tests new designs on a limited basis
and reorders certain fast-selling merchandise for its peak selling
season.
. Value--The Company strives to deliver its fashion-oriented, high-quality
merchandise at affordable prices, in order to provide value for its
customers. The Company believes that its integrated global product
sourcing capability enables it to offer lower prices than its competitors
for merchandise of comparable quality.
Wilsons has increased its emphasis on accessories including gloves,
handbags, wallets, briefcases, planners and computer cases, due in part to
their generally higher margins as compared to leather apparel, and has
increased both the number of SKUs and the amount of floor space allocated to
accessory presentation in the stores. As a result, accessories sales have
grown as a percentage of the Company's sales from 11.9% in 1991 to 24.4% in
1996. Over the same period, men's apparel sales have decreased as a percentage
of the Company's sales from 46.8% to 40.8%, and women's apparel sales have
decreased from 41.3% to 34.8%.
PRODUCT DESIGN, DEVELOPMENT AND SOURCING
Wilsons' product offerings are highly dependent on the Company's ability to
identify fashion trends for Wilsons' customers, develop new leather finishes
and closely monitor the sourcing of its merchandise. Wilsons' buyers and
designers are trained to anticipate fashion trends and to translate such
trends into leather products appealing to the Wilsons customer. Such designers
and buyers also work closely with tanneries in identifying and developing
leather colors and finishes. Technical advancements in leather tanning have
allowed the Company to use a variety of leathers to achieve the look and feel
of more expensive leathers.
In addition to its leather development expertise, the Company believes that
a significant competitive advantage is its expertise and ability in managing
the sourcing of its leather apparel and accessories. In 1996, Wilsons
contracted for the manufacture of approximately 1.8 million leather garments,
which management believes makes the Company the largest leather apparel
purchaser in the world. The high volume of leather purchased by the Company
and its contract manufacturers, and the volume of merchandise acquired by the
Company from its contract manufacturers, allow the Company to benefit from
better pricing and faster delivery. Management believes that the volume of
finished goods purchased from the contract manufacturers enables the
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Company to secure sufficient manufacturing capacity without having the added
cost of establishing its own manufacturing facilities.
The Company has developed an infrastructure in the Far East that allows the
Company to control merchandise production without owning manufacturing
facilities or extensively utilizing third-party wholesalers. The Company's
contract manufacturing managers located in China, Indonesia, Hong Kong and
South Korea, and contract agents in India, are primarily responsible for
managing the production and quality control process in overseas factories and
the shipping of the merchandise to the United States. Such management includes
inspecting leather at the tanneries, coordinating the production capacity,
matching of product samples to Wilsons' technical specifications and providing
technical assistance and quality control through inspection in the factories.
The Company's merchandising department works closely with the Company's
contract manufacturing managers to make order and reorder decisions on
merchandise. Since 1992, the Company has reduced its sourcing time from
approximately 120 days to approximately 90 days. The reduced time allows the
Company to reorder better selling merchandise for its peak selling season.
Management believes that this strategy results in more efficient inventory
management and reduced need for markdowns on merchandise at the end of the
Company's peak selling season.
Due in large part to its overseas infrastructure, the Company has developed
the technology and capability to shift its contract manufacturing to various
countries of the Pacific Rim, depending on labor availability and costs and
the availability of leather and other raw materials. In 1989, Wilsons received
approximately 90% of its leather apparel sourced overseas from South Korean
vendors. Since that time, the Company implemented its strategy of shifting
production to lower cost countries, such as China, from which the Company
sourced over 60% of its leather apparel in 1996, and India and Indonesia, from
which the Company purchased approximately 26% and 12%, respectively, of its
leather apparel in 1996. However, South Korean tanneries continue to provide a
substantial portion of the Company's tanned leather which is used in the
manufacturing process. The United States recently renewed China's MFN status,
but there is no assurance that such status, which must be renewed annually,
will continue. The loss of MFN status by China or by any other country from
which Wilsons sources goods could result in higher leather purchase and
production costs. See "Risk Factors--Risks of Foreign Contract Manufacturing
and Importing."
MARKETING AND ADVERTISING
Wilsons targets promotions to its customers through a combination of in-
store graphics displays, direct mail pieces and newspaper, radio and
television advertising. These event-driven promotional activities are designed
to emphasize Wilsons' broad assortment of quality, fashionable merchandise and
to build consumer awareness of Wilsons as "The Leather Experts." In 1996,
Wilsons spent approximately $5.2 million on local television and radio
advertising and other media in an attempt to reach a majority of its target
audience at least three times during its key selling season.
The Company's layaway program is a key marketing strategy designed to build
sales. The layaway program represented 15.7% and 15.1% of the Company's net
sales in 1996 and 1995, respectively. The layaway program is designed to: (i)
commit the Company's customers to buy coats early in the season, frequently
before such coats are needed; (ii) allow the Company to receive an early read
on fast-selling styles and important sales trends, enabling the Company to
reorder these styles and capitalize on the trends during its key holiday
selling season; (iii) make purchases of the Company's leather apparel
affordable to a wider range of customers; and (iv) bring the customer back to
the store several times before the layaway merchandise is picked up, offering
the Company multiple selling opportunities.
In addition, the marketing department uses the Company's in-house database
which includes data on over five million customers. The marketing department
regularly analyzes these data and attempts to identify key activities in the
business which should incorporate customer segmentation information (e.g.,
marketing, merchandising and store locations). In addition, Wilsons conducts
marketing research of Wilsons' and non-
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Wilsons' leather purchasing consumers to gain additional knowledge of consumer
behavior. The Company's marketing department plans to use the customer segment
information to employ more tightly targeted customer promotions. See "--
Vertically Integrated Operations."
DISTRIBUTION
The Company's merchandise is shipped directly from the Company's contract
manufacturers located in the Far East to the Company's state-of-the-art
289,000 square foot distribution center located at the Company's headquarters
in Brooklyn Park, Minnesota. Between 1992 and 1994, the Company spent
approximately $12.6 million to redesign and automate its distribution center.
The distribution center is equipped with high speed sorting equipment and
hand-held radio frequency scanners for bar code scanning and merchandise
control.
The distribution center is designed to receive 200,000 garments and one
million units of accessories and ship in excess of 500,000 combined units of
garments and accessories per week in a single shift operation. Approximately
40% of the merchandise received in the distribution center is sent directly to
the Company's stores through cross-docking, which allows for minimal handling,
storage and reduced expense. Additional merchandise is stored in the
distribution center to replenish merchandise, to build inventory for the
Company's peak selling season and stock key styles. On average, each store is
shipped merchandise one to three times a week, depending on the season and
sales volume in each store. Airport stores are shipped merchandise daily. Each
store receives a shipment approximately two to three days after the
merchandise is shipped from the distribution center. The Company believes that
the distribution center will enable it to service its stores and needs for the
foreseeable future.
CUSTOMER SERVICE
In addition to advertising and promotions which are designed in part to
reinforce Wilsons image with its customers as "The Leather Experts," the
Company emphasizes sales associate training and customer service. Wilsons'
associates are trained on an ongoing basis through the use of merchandise
videos and information packets, customer service tip cards and on-the-job
sales evaluations. The training is designed to develop each sales associate's
knowledge of Wilsons' service standards, the different kinds of leather and
leather finishes, how to best care for the different types of leather, and how
to perform many minor repairs in the store for the customer, free of charge.
Wilsons monitors customer service through a customer comment card program,
direct survey of customers who return merchandise and a system that tracks
calls and letters sent to the corporate office. Wilsons periodically holds
customer focus group sessions with customers nationwide. Issues relating to
policy, procedure or merchandise are frequently reviewed to improve service
and quality.
Wilsons offers many services that are important to its customers. Key
services include a 14-day price guarantee, alterations service for major
alterations and repairs, a layaway program and a return policy on unworn
merchandise. Merchandise purchased at holiday stores and seasonal kiosks may
be returned to any of the Company's stores.
MANAGEMENT INFORMATION SYSTEMS
As part of the Company's strategic plan, Wilsons made a significant
commitment to upgrade its information systems and computer hardware and to
improve the computer skills of its associates. The major components of the
plan include converting from the Company's existing mainframe platform to a
client/server platform, and implementing new merchandising, financial and
human resources information systems. By the end of 1997, Wilsons believes it
will have completed its systems conversion to the client/server platform. Once
fully operational, management believes that these systems will allow greater
flexibility in anticipating future business needs, broader and quicker access
to information at all relevant levels of the organization, stronger analytical
tools for understanding sales and operating trends, and increased customer
information and availability to such
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information. Management believes that system integrity will be enhanced and,
as a result, inventory accuracy and management will improve, providing Wilsons
with the opportunity to better control its merchandise flow from the factories
to the stores. See "--Vertically Integrated Operations."
The Company's automated point-of-sale registers in all stores capture
customer transactions by SKUs that are transmitted electronically to the
headquarters' computer, updating other systems with critical sales and
customer information to replenish stores and determine reorder quantities, to
modify merchandise allocation plans tailored to regional sales patterns and to
establish marketing promotions targeted to particular customer segments. To
assist in the operation of each store, the Company utilizes a PC-based
paperless communication system that permits daily communications of advanced
shipment notices, and electronic tracking of inventory transfers between
locations and supplies ordering. Each store uses computer-based interview
systems for new hiring.
Merchandise information systems receive information daily from the point-of-
sale registers and are updated with order information from the production
department on the progress and timing of orders and merchandise received in
the Company's distribution center. Wilsons recently implemented a new
merchandise planning application that enhances analytical capabilities and
increases flexibility in planning sales, inventory and gross margin. Wilsons'
merchandising department utilizes an international computer network to
communicate purchase order information from the Company's merchandising system
to its overseas personnel, in order to provide continual information updates
to allow for managing leather inventories and contract manufacturing capacity
planning. Garment design and specifications are controlled through a product
data manager system that distributes pattern and specification information to
the Company's contract manufacturing managers and designers to ensure
production consistency among the Company's contract manufacturers. Wilsons'
financial control systems provide daily information on store point-of-sale
transactions, inventory transfers and cash deposits and disbursements. During
1997, certain financial and human resource information systems have been
replaced and upgraded to operate in a client-server environment.
COMPETITION
The retail leather apparel and accessory industry is highly competitive.
Management believes that the principal bases upon which the Company competes
are selection, price, style, quality, store location and service. Wilsons'
most significant competitor is J.C. Penney Company, Inc. in addition to other
specialty retailers (e.g., The Limited, Inc. and The Gap, Inc.), department
stores (e.g., Federated Department Stores, Inc., Dayton Hudson Corporation and
Nordstrom, Inc.), mass merchandisers (e.g., Sears, Roebuck and Co.) and
discounters (e.g., Wal-Mart Stores, Inc. and Kmart Corporation).
Wilsons believes that its broad merchandise selection, value and customer
service enable it to compete effectively. Many of the Company's competitors
are, however, larger and have greater financial resources than Wilsons, and
there can be no assurance that the Company will be able to compete
successfully in the future. Furthermore, while Wilsons believes it competes
effectively for favorable site locations and lease terms, competition for
prime locations within successful malls is intense. In some markets, the
Company and its competitors also compete for permanent and seasonal sales
associates, who may be in limited supply during periods of economic
prosperity.
PROPERTY
As of August 2, 1997, Wilsons operated 451 leased store locations and one
owned store location. Substantially all of Wilsons' stores were located in
regional shopping malls. Store leases with third parties are typically seven
to ten years in duration. In most cases, each store pays an annual base rent
plus a contingent rent based on the store's annual sales in excess of a
specified threshold. Substantially all leases which Wilsons had entered into
prior to the Acquisition are guaranteed by an affiliate of CVS. New store
leases which Wilsons is currently entering into or will enter into in the
future will not be guaranteed by CVS or an affiliate of CVS, and, with respect
to existing store leases, Wilsons is obligated, pursuant to the Sale
Agreement, to use commercially
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reasonable efforts to remove the affiliate of CVS as a guarantor. To date,
Wilsons has not experienced any significant difficulty in obtaining market
rate leases without a CVS guarantee.
The Company owns its distribution center and the land on which it is
located.
LITIGATION
The Company is involved in various routine legal proceedings incidental to
the conduct of its business. Although the outcome of these matters cannot be
determined, management does not believe that any of these legal proceedings
will have a material adverse effect on the financial condition or results of
operations of the Company. The Company is also indemnified by CVS pursuant to
the Sales Agreement for certain disclosed legal proceedings involving the
Predecessor Companies. See "Certain Transactions--Sale Agreement."
TRADEMARKS
Wilsons conducts its business under various trade names, trademarks and
service marks in the U.S., including Wilsons The Leather Experts, Tannery
West, Georgetown Leather Design, Berman Buckskin, Adventure Bound, Maxima,
Open Road and M. Julian, and has registered several trade names and trademarks
in the United Kingdom. Although Wilsons does not believe that its operations
are dependent upon any of its service marks or its trade names, Wilsons
considers its "Wilsons The Leather Experts" name to be valuable to its
business.
EMPLOYEES
As of August 2, 1997, Wilsons had approximately 3,500 employees. During the
Company's peak selling season (from October through December), Wilsons plans
to employ approximately 3,500 seasonal employees. Wilsons considers its
relationships with its employees to be good. None of the Company's employees
are governed by collective bargaining agreements.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the directors
and executive officers of the Company as of August 2, 1997:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Joel N. Waller............ 57 Chairman of the Board of Directors and
Chief Executive Officer
David L. Rogers........... 54 President, Chief Operating Officer and
Director
Carol S. Lund............. 45 Executive Vice President and General
Merchandise Manager
W. Michael Bode........... 52 Vice President, Manufacturing
Betty Goff................ 40 Vice President, Human Resources
Jed Jaffe................. 43 Vice President, Store Sales
David B. Sharp............ 49 Vice President, Marketing
Daniel R. Thorson......... 38 Treasurer and Director, Business Planning
and Analysis
David J. Tidmarsh......... 45 Vice President, Information Systems and
Strategies, Chief Information Officer and
Logistics
Douglas J. Treff.......... 40 Vice President, Finance, Chief Financial
Officer and Assistant Secretary
Thomas R. Wildenberg...... 39 Chief Accounting Officer and Controller
Lyle Berman............... 55 Director
Thomas J. Brosig.......... 47 Director
Morris Goldfarb........... 46 Director
</TABLE>
All of the above-named officers have held the noted office with the Company,
and all directors have served in that capacity, since May 1996.
Joel N. Waller has served as Chairman and Chief Executive Officer of the
Company since April 1992. In 1983, CVS hired Mr. Waller as President of
Wilsons. Prior to joining Wilsons, Mr. Waller served in several capacities at
Bermans, including Senior Vice President-General Merchandise Manager from 1980
to 1983, Division Merchandise Manager from 1978 to 1980 and Buyer from 1976 to
1978. He currently serves on the Board of Directors of Grand Casinos, Inc.,
Rainforest Cafe, Inc. and Damark International, Inc.
David L. Rogers has served as President and Chief Operating Officer of the
Company since April 1992. In 1989, Mr. Rogers joined Wilsons as Executive Vice
President and Chief Operating Officer when Bermans was acquired by Wilsons.
Mr. Rogers served as Chief Operating Officer of Bermans from 1984 to 1989 and
Chief Financial Officer of Bermans from 1980 to 1984. Mr. Rogers currently
serves on the Board of Directors of Grand Casinos, Inc. and Rainforest Cafe,
Inc.
Carol S. Lund has served as Executive Vice President and General Merchandise
Manager of the Company since March 1994. Ms. Lund served as Executive Vice
President and General Manager for the Snyder Leather division from 1992 to
1994, as Senior Vice President and General Merchandise Manager of the Company
from 1987 to 1992 and as Vice President and General Merchandise Manager of the
Company from 1983 to 1987. Prior to joining Wilsons, she was Divisional
Merchandise Manager for Bermans from 1981 to 1983 and a buyer for Bermans from
1976 to 1981.
W. Michael Bode has served as Vice President, Manufacturing of the Company
since 1987. Mr. Bode served as Director of Manufacturing from 1985 to 1987, as
Divisional Merchandise Manager of Outerwear from 1982 to 1985 and as Regional
Director of Stores of the Company from 1981 to 1982.
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Betty Goff has served as Vice President, Human Resources of the Company
since February 1992. Ms. Goff served as Director of Executive Recruitment and
Placement of the Company from October 1987 to February 1992.
Jed Jaffe has served as Vice President, Store Sales of the Company since
January 1996. Mr. Jaffe served as Vice President Strategic Planning from
February 1995 to December 1995, as Vice President/General Merchandise Manager
of Snyder Leather from August 1993 to January 1995, as Eastern Zone Sales Vice
President of the Company from February 1993 to August 1993, as President of
Tannery West from September 1992 to January 1993 and as Director of
Manufacturing of the Company from October 1991 to September 1992. Prior to
joining Wilsons, Mr. Jaffe served as General Merchandise Manager of Henry
Birks Jewelers, a jewelry store chain, from 1990 to 1991.
David B. Sharp has served as Vice President, Marketing of the Company since
May 1995. Prior to joining Wilsons, Mr. Sharp held several positions from 1981
to 1995 at Lever Brothers Company, a consumer products company, most recently
as Senior Vice President of Marketing from 1989 to 1995.
Daniel R. Thorson has served as Treasurer of the Company since May 1996 and
as Director of Business Planning since October 1995. Prior to joining Wilsons,
Mr. Thorson held several positions from 1981 through 1995 at Northwest
Airlines, Inc., an airline company, most recently as Director of Finance and
Administration, Pacific Division, based in Tokyo, Japan from July 1991 to June
1995.
David J. Tidmarsh has served as Vice President, Information Systems and
Strategies of the Company and Chief Information Officer since February 1994
and as Vice President, Logistics since May 1996. Mr. Tidmarsh served as
Director of Business Systems Process Reengineering of the Company from
September 1993 to February 1994. Prior to joining Wilsons, he served as Chief
Operating Officer for Page-Com Inc., a direct mail marketing and
telecommunications company, from May 1992 to September 1993 and Vice President
of Logistics for Pier 1 Imports, Inc., a retail home furniture, furnishings
and equipment store, from 1989 to 1992.
Douglas J. Treff has served as Vice President, Finance since January 1993
and as Chief Financial Officer and Assistant Secretary of the Company since
May 1996. Mr. Treff served as Controller of the Company from September 1992 to
January 1993 and as Director of Financial Planning and Analysis of the Company
from May 1990 to September 1992.
Thomas R. Wildenberg has served as Controller since October 1994 and as
Chief Accounting Officer of the Company since May 1996. Prior to joining
Wilsons, Mr. Wildenberg held several positions from 1990 through 1994 at
Woman's World Shops, Inc., a retail apparel company, most recently as Director
of Finance/Controller from June 1990 to October 1994.
Lyle Berman is a member of the Company's Board of Directors. Mr. Berman has
served as Chief Executive Officer and Chairman of the Board of Directors of
Grand Casinos, Inc., a gaming company, since October 1990, and as Chief
Executive Officer and Chairman of the Board of Directors of Rainforest Cafe,
Inc., a restaurant/retail company, since February 1994. From January 1989
through September 1991, Mr. Berman served as a consultant to Wilsons. Mr.
Berman served as the President and Chief Executive Officer of Bermans from
1978 until it was acquired by Wilsons in 1988. Mr. Berman is also the Chairman
of the Board of Directors of Innovative Gaming Corporation of America and a
director of G-III Apparel Group, Ltd. ("G-III") and New Horizon Kids Quest,
Inc. Mr. Berman was formerly an executive officer and a director of
Stratosphere Corporation, an amusement and recreation company. In January
1997, Stratosphere Corporation filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.
Thomas J. Brosig is a member of the Company's Board of Directors. Mr. Brosig
has served as President and a director of Grand Casinos, Inc., a gaming
company, since September 1996. Mr. Brosig also served as Executive Vice
President--Investor Relations and Special Projects of Grand Casinos, Inc. from
August 1994 to
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September 1996, as Secretary of Grand Casinos, Inc. from its inception until
May 1995, as its President from May 1993 to August 1994, as its Chief
Operating Officer from October 1991 until May 1993 and as its Chief Financial
Officer from its inception until January 1992. Mr. Brosig is also a director
of G-III and Famous Dave's of America, Inc.
Morris Goldfarb is a member of the Company's Board of Directors. Mr.
Goldfarb serves as director and Chief Executive Officer of G-III, a leather
and non-leather apparel manufacturer and distributor, a director of Grand
Casinos, Inc. and a director of Panasia Bank. Mr. Goldfarb has served as an
executive officer of G-III and its predecessors since its formation in 1974.
Directors of the Company are elected by the shareholders at each annual
meeting to serve until the next annual meeting of the shareholders or until
their successors are duly elected and qualified. See "Certain Transactions--
Shareholder Agreement" for a description of an arrangement which currently
permits Joel N. Waller and David L. Rogers to nominate two directors of the
Company. Executive officers of the Company are chosen by and serve at the
discretion of the Board of Directors. There are no family relationships among
any of the directors or executive officers of the Company.
BOARD COMMITTEES
The Company's Board of Directors has established compensation and audit
committees (respectively, the "Compensation Committee" and the "Audit
Committee") whose members are appointed by the Company's Board of Directors.
The Compensation Committee has the responsibility and authority to review and
determine the Company's executive compensation objectives and policies and
administer the Company's stock option and other employee benefit plans. The
Compensation Committee members are Thomas Brosig and Lyle Berman. The Audit
Committee has the responsibility and authority to review the accounting and
auditing principles and procedures of the Company with a view toward providing
for adequate internal controls and reliable financial records, to recommend to
the full Board the engagement of independent auditors, to review with the
independent auditors the plans and results of the auditing engagement, and to
consider the independence of the Company's auditors. The Audit Committee
members are Morris Goldfarb, Thomas Brosig and David Rogers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Lyle Berman and Thomas Brosig, directors of the Company, are members of the
Board's Compensation Committee. Mr. Berman is the Chief Executive Officer and
Chairman of the Board of Directors of both Grand Casinos, Inc. and Rainforest
Cafe, Inc. Mr. Brosig is the President and a director of Grand Casinos, Inc.
Joel N. Waller, Chief Executive Officer and Chairman of the Board of Directors
of the Company, and David L. Rogers, President and Chief Operating Officer and
a director of the Company, are both members of the Compensation Committee of
the Board of Directors of Grand Casinos, Inc. and Rainforest Cafe, Inc.
EXECUTIVE COMPENSATION AND EMPLOYMENT CONTRACTS
The Company was incorporated in May 1996. Therefore, the requirement for
prior years' information regarding executive compensation for the Chief
Executive Officer of the Company, and the next four most highly compensated
executives of the Company, is not applicable. The Company has entered into
employment agreements with Joel Waller, as Chairman and Chief Executive
Officer, and David Rogers, as President, reporting to the Board of Directors,
through May 25, 2000 (the "Employment Agreements"). The Employment Agreements
are identical in all material respects, except for job responsibilities which
are consistent with Messrs. Waller's and Rogers' titles. Under the terms of
the Employment Agreements, Mr. Waller and Mr. Rogers each receives a base
salary of $380,000 per year, or such higher amount as is determined by the
Board (prorated for any partial employment year). In no event may the Board of
Directors reduce Messrs. Waller's and Rogers' base salary for any year below
the greater of $380,000 or the amount of base salary paid by the Company to
Messrs. Waller and Rogers for the immediately preceding year. For the period
from inception (May 26, 1996) to February 1, 1997, Messrs. Waller and Rogers
received base salaries of $263,077 and $263,077, respectively. Messrs.
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Waller and Rogers are also entitled to participate in the Incentive Plan (as
hereinafter defined). Mr. Waller and Mr. Rogers are each eligible to receive
an annual bonus based on the Company's performance. Pursuant to the provisions
of the Incentive Plan, their respective bonuses for a fiscal year could range
from 0% to 70% of their base salary. See "Employee Benefit Plans" below. For
the period from inception (May 26, 1996) to February 1, 1997, Messrs. Waller
and Rogers received bonuses of $124,222 and $124,222, respectively. The
employment of each of Mr. Waller and Mr. Rogers under their respective
Employment Agreements will end only upon termination by the Company with or
without Cause (as defined in the Employment Agreements), upon death or
Disability (as defined in the Employment Agreements), upon expiration of the
employment term or upon resignation. Upon termination of employment, Mr.
Waller or Mr. Rogers generally will be entitled to receive his base salary
through the date of termination (or through the end of the employment period
if termination by the Company occurred without Cause or resignation by the
employee occurred with Good Reason (as defined in the Employment Agreements)),
any amounts earned but not paid under the Incentive Plan for a completed Plan
Year (as defined in the Incentive Plan) and, in certain circumstances, a pro
rata portion of his Incentive Plan payment for the year in which termination
occurs, plus continuation of certain health, life and disability insurance
benefits. The Employment Agreements also include confidentiality and non-
solicitation provisions, but do not contain any restrictions on competition.
See "--Employee Benefit Plans."
The next three most highly compensated executives are Carol S. Lund, David
B. Sharp and Jed Jaffe. Ms. Lund, Mr. Sharp and Mr. Jaffe were paid base
salaries at the annual rate of approximately $240,000, $208,000 and $180,000
per year, respectively, and for the period from inception (May 26, 1996) to
February 1, 1997, they received base salaries of $166,154, $144,000 and
$124,615, respectively. Ms. Lund, Mr. Sharp and Mr. Jaffe were also eligible
to receive annual bonuses ranging from zero to $134,400, $108,160, and
$93,600, respectively, depending on the Company's performance in relation to
set performance targets, and for the bonus period ended February 1, 1997, they
received bonuses of $62,765, $50,512 and $43,711, respectively. See "--
Employee Benefit Plans."
Pursuant to the Restricted Stock Agreement dated as of May 25, 1996, Joel N.
Waller, David L. Rogers, Carol S. Lund, David B. Sharp and Jed Jaffe
purchased, respectively, 338,869.8, 338,869.8, 48,594.6, 45,894.6 and 40,495.5
shares of the Company's Restricted Stock at its then fair market value of $.60
per share. For the period from inception (May 26, 1996) to February 1, 1997,
Mr. Waller, Mr. Rogers, Ms. Lund, Mr. Sharp and Mr. Jaffe had 62,131.7,
62,131.7, 8,908.8, 8,414.8 and 7,424.8 shares of their Restricted Stock vest,
respectively. The remaining Restricted Stock vested immediately upon
repurchase of the CVS Note on August 18, 1997. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Overview" and
"Certain Transactions--Restricted Stock Agreement." No options have been
granted to these five most highly compensated executive officers.
EMPLOYEE BENEFIT PLANS
The Company has an Executive and Key Management Incentive Plan (the
"Incentive Plan"), a 401(k) defined contribution Profit Sharing Plan (the
"401(k) Plan") and the 1996 Option Plan for the benefit of its employees.
The Incentive Plan provides for an annual incentive award designed to
motivate and reward key home office and distribution center associates.
Eligible participants include the Chairman, President, all Vice Presidents and
certain other key personnel. Cash awards, which range from 0% to 200% of the
payout level, are based on actual results measured generally against pre-
established corporate financial objectives for consolidated earnings, before
federal and state income taxes, of the Company and its direct and indirect
subsidiaries.
Under the 401(k) Plan, employees are entitled to make vested contributions
of up to 15% of their compensation (10% for those employees whose compensation
in the previous year exceeded $55,000) in lieu of receiving such amounts as
taxable compensation, subject to statutory limitations. Certain matching
contributions are made by the Company, which vest after five years of service,
or at age 65 regardless of service, or upon the
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death of the employee. The 401(k) Plan also allows the Company to make
discretionary profit sharing contributions, which are also subject to the
vesting requirements.
The purpose of the 1996 Option Plan is to aid in maintaining and developing
personnel capable of assuring the future success of the Company by affording
them an opportunity to acquire a proprietary interest in the Company through
stock options. Options granted under the 1996 Option Plan may be either
incentive stock options ("ISOs"), as defined in the Internal Revenue Code of
1986, as amended (the "Code"), or nonstatutory stock options ("NSOs"). Subject
to certain adjustments, the maximum number of shares of common stock available
for issuance under the 1996 Option Plan is 1,000,000 shares. Employees of the
Company, or any parent or subsidiary thereof, including employees who are
directors or officers, are eligible to receive ISOs and NSOs under the 1996
Option Plan. Directors of, and consultants and advisors to, the Company who
are not employees of the Company, or any parent or subsidiary thereof, are
eligible to receive NSOs under the 1996 Option Plan. As of August 2, 1997, the
Company had granted options covering an aggregate of 197,900 shares of common
stock at a weighted average exercise price of $4.88 per share. Such options
will vest in accordance with the option agreements entered into at the time of
grant and are subject to the possible acceleration of vesting in certain
circumstances.
RESTRICTED STOCK AGREEMENT
On May 25, 1996, the Company entered into a restricted stock agreement (the
"Restricted Stock Agreement") with certain managers of the Company, including
all of the five most highly compensated executive officers. The Restricted
Stock Agreement sets forth the vesting schedule for the Restricted Stock
purchased by such managers. As a result of the completion of the Offering and
the use of proceeds therefrom to repurchase the CVS Note, the remaining shares
of Restricted Stock vested on August 18, 1997. See "Certain Transactions--
Restricted Stock Agreement."
DIRECTOR COMPENSATION
The Company does not currently pay cash compensation to members of the Board
of Directors for their services as directors. On June 26, 1996, the Company
granted options for 10,800 shares of common stock to Thomas J. Brosig at an
exercise price of $4.44 per share. Such options vest, cumulatively, on a pro
rata basis on each of the first, second and third anniversaries of the date of
grant if such optionee continues as a director, subject to the possible
acceleration of vesting in certain circumstances. As of August 2, 1997,
options for 3,600 shares had vested.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of August 2, 1997 by (i) each
person known by the Company to be the beneficial owner of 5% or more of the
Company's outstanding shares of common stock, (ii) each director of the
Company and each of the five most highly compensated executive officers, and
(iii) all directors and executive officers as a group. Except as otherwise
indicated in the footnotes to this table, each person named in this table has
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by such person.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
COMMON STOCK OF
BENEFICIALLY COMMON STOCK
NAME OF BENEFICIAL OWNER OWNED OUTSTANDING
------------------------ ------------ ------------
<S> <C> <C>
Morris Goldfarb................................ 2,147,631.1(/1/) 22.5%
G-III Apparel Group, Ltd.
512 Seventh Avenue
New York, NY 10018
Lyle Berman.................................... 311,631.1 3.3
Neil I. Sell, as sole trustee of four
irrevocable trusts for the benefit of Lyle
Berman's children and of two irrevocable
trusts for the benefit of David Rogers'
children and on behalf of himself............. 23.3
3300 Norwest Center 2,222,365.0(/2/)
90 South Seventh Street
Minneapolis, MN 55402
CVS New York, Inc. (formerly Melville 1,350,000.0(/3/) 12.4
Corporation)..................................
One CVS Drive
Woonsocket, RI 02895
Joel N. Waller................................. 1,057,016.6(/4/) 11.1
7401 Boone Avenue North
Brooklyn Park, MN 55428
David L. Rogers................................ 909,505.8 9.5
7401 Boone Avenue North
Brooklyn Park, MN 55428
Carol S. Lund.................................. 149,833.8 1.6
David Sharp.................................... 141,509.7 1.5
Jed Jaffe...................................... 124,861.5 1.3
Thomas J. Brosig............................... 3,600.0(/5/) *
All directors and executive officers as a group
(14 persons).................................. 5,303,415.1 55.6
</TABLE>
- --------
* Represents beneficial ownership of less than one percent of the common
stock.
(1) Includes 172,800 shares of common stock owned by Goldfarb Family Partners
L.L.C. of which Mr. Goldfarb is the manager.
(2) Includes 1,836,000 shares of common stock held in four irrevocable trusts
for the benefit of Lyle Berman's children and 139,510.8 shares of common
stock held in two irrevocable trusts for the benefit of David L. Rogers'
children. Mr. Sell has disclaimed beneficial ownership of such shares.
(3) Includes 1,350,000 shares of common stock issuable to CVS upon the
exercise of the CVS Warrant, which is currently exercisable in full.
(4) Includes 100,000, 3,000 and 1,000 shares of common stock owned by the
Waller Family Limited Partnership of which Mr. Waller is a general
partner, Mr. Waller's spouse and Mr. Waller's mother jointly, and Mr.
Waller's spouse, respectively. Also includes 3,000 and 1,000 Redeemable
Warrants owned by Mr. Waller's spouse and Mr. Waller's mother jointly and
Mr. Waller's spouse, respectively. The Redeemable Warrants are currently
fully exercisable.
(5) Includes options which are currently exercisable to purchase 3,600 shares
of common stock.
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CERTAIN TRANSACTIONS
The following are summaries of the material terms of certain agreements.
Copies of these agreements are filed as exhibits to the Company's Registration
Statement on Form S-1 under the Securities Act. The following summaries do not
purport to be complete and are qualified in their entirety by the terms of
such agreements. See "Available Information."
RESTRICTED STOCK AGREEMENT
On May 25, 1996, the Company entered into the Restricted Stock Agreement
with certain managers of the Company (the "Managers"), including Joel N.
Waller, the Chairman, Chief Executive Officer and a director of the Company,
and David L. Rogers, the President and a director of the Company. The
Restricted Stock Agreement provided that 1,080,000 shares of the Company's
common stock (herein called the "Restricted Stock") purchased by the Managers
for $.60 per share would vest, among other circumstances, (i) up to 20 percent
each year during the performance period, commencing with the period ended
February 1, 1997 and continuing through and including the period ending on
February 3, 2001, if the Company achieves certain earnings targets that are
determined by the Board (plus potential catch-up vesting for years in which
the Company fails to achieve its targets), or (ii) immediately upon payment or
prepayment of the CVS Note in full at any time on or prior to December 31,
2000. As of August 2, 1997, 198,018 shares of such Restricted Stock had vested
and for the period ended February 1, 1997, the Company recorded a $1.5 million
non-cash compensation charge related to such shares. The remaining 881,982
shares of Restricted Stock vested on August 18, 1997 upon repayment of the CVS
Note with proceeds of the Offering. The Company will be required to record an
additional non-cash compensation charge of $8.5 million related to such shares
which is equal to the difference between the fair market value of the
Restricted Stock on the date the shares vested, which was $10.25 per share,
and the original purchase price of the Restricted Stock, which was $.60 per
share ($900,000 of such additional charge was recorded in the twenty-six weeks
ended August 2, 1997); however, such charge will not impact the Company's
total shareholders' equity or cash balances. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Overview."
The Restricted Stock is subject to the terms of the Shareholder Agreement.
Each Manager is responsible for any taxes and other sums required by law to be
withheld by the Company in respect of the Restricted Stock.
REGISTRATION RIGHTS AGREEMENTS
On May 25, 1996, the Company entered into a registration rights agreement
(the "Registration Rights Agreement") with the Managers, CVS and Limited
Partnership I and its partners (the "Partners"). The Registration Rights
Agreement provides that, subject to certain limitations, (i) at the expense of
the holders thereof, holders of a majority of the aggregate principal amount
of the CVS Note, holders of a majority of the CVS Warrant (the "Warrant
Holders"), and, to the extent exercisable, after April 30, 2001, holders of a
majority of the Manager Warrant, respectively, each will have three demand
registration rights for the CVS Note, the CVS Warrant and the shares
underlying the Manager Warrant, for registration of such securities under the
Securities Act, and (ii) at the Company's expense, at any time after six
months following the closing of the Company's initial public offering (but no
later than May 25, 2007), the Partners and certain of their permitted
transferees will have two demand registration rights for their shares of
common stock, and unlimited demands for registration on Form S-3, if the
Company can use that form, for registration of such shares under the
Securities Act. (The foregoing registration rights as they apply to the CVS
Note and the shares underlying the Manager Warrant were effectively terminated
by the August 18, 1997 repurchase of the CVS Note by the Company, at which
time the CVS Note was cancelled and the Manager Warrant lapsed.) The Company
is prohibited from granting to any other holder of its securities (other than
holders of common stock), whether currently outstanding or issued in the
future, any incidental (piggyback) registration rights with respect to any
registration statement filed pursuant to any such demand registration. Subject
to certain limitations and customary cutbacks as reasonably determined by the
managing underwriter, if the Company proposes to register any of its common
stock or the CVS Warrant under the Securities Act, the Company will provide
the Warrant Holders and
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certain holders of its common stock (the Managers, the Partners and certain
permitted transferees) with the opportunity, pursuant to piggyback
registration rights, to participate in such public offering. Registration
rights relating to the common stock expire upon (i) certain transfers of such
stock to a third party, and (ii) such common stock becoming available for sale
pursuant to Rule 144(k) of the Securities Act.
The Registration Rights Agreement further provides that, if CVS desires to
transfer all or part of the CVS Warrant to a third party in a bona fide arm's
length transaction or proposes to register all or part of the CVS Warrant
pursuant to the Registration Rights Agreement, CVS must give written notice to
Joel N. Waller and David L. Rogers, individually and on behalf of the other
Managers, to the Partners and to the Company (the "Parties"). Such written
notice will constitute an offer by CVS to sell to the Parties that portion of
the CVS Warrant proposed to be transferred or registered. If the Parties fail
to accept CVS's offer after a set time, CVS will then have the right to effect
a transfer to a third party of, or to require the registration of, all of the
CVS Warrant subject to such offer, subject to certain terms and conditions.
Certain underwriter warrants were issued by the Company in connection with
its initial public offering. The holders of these warrants have certain
registration rights with respect to the common stock of the Company issuable
upon exercise of such warrants.
SHAREHOLDER AGREEMENT
On May 25, 1996, the Company entered into a shareholder agreement (as
amended, the "Shareholder Agreement") with Limited Partnership I, Limited
Partnership II, the Partners, Waller and Rogers (as defined in the Shareholder
Agreement) and the other Managers (other than Waller and Rogers, each a
"Manager Shareholder") (all parties to the Shareholder Agreement other than
the Company being collectively referred to as the "Shareholders"). The
Shareholder Agreement subjects the shares of the Company's common stock (the
"Subjected Shares") held by the Shareholders to significant restrictions on
transfer. Generally, except as otherwise provided in the Shareholder
Agreement, no Shareholder is permitted, directly or indirectly, to Dispose (as
defined in the Shareholder Agreement) of any Subjected Shares.
Generally, upon the occurrence of the Termination (as defined in the
Shareholder Agreement) of a Manager Shareholder without Cause (as defined in
the Shareholder Agreement), first Waller and Rogers, then the Company and
finally the other Shareholders pro rata would have had the option (or
obligation in the case of the Company to the extent it has funds legally
available therefor) to purchase such Manager Shareholder's unvested Restricted
Stock at the original purchase price. Upon the occurrence of a Termination by
Waller or Rogers without Good Reason (as defined in the Shareholder
Agreement), a Termination by a Manager Shareholder, or a Termination of
Waller, Rogers or a Manager Shareholder with Cause, first Waller and Rogers
(to the extent they are not the terminated or resigning parties), then the
Company and finally the other Shareholders pro rata would have had the option
to purchase such Manager's unvested Restricted Stock at the lower of the
original purchase price or the Fair Market Value (as defined in the
Shareholder Agreement). As a result of completion of the Offering and the use
of proceeds therefrom to repurchase the CVS Note, the remaining shares of
Restricted Stock vested on August 18, 1997. Such shares are no longer
Restricted Stock, but remain subject to the Shareholder Agreement pursuant to
the terms applicable to unrestricted stock.
Upon the occurrence of a Repurchase Event (as hereinafter defined) with
respect to a Manager, first Waller and Rogers (to the extent they are not such
Manager), then the Company and finally the other Shareholders pro rata would
have the option to purchase such Manager's unrestricted stock at the Fair
Market Value, provided that, if the Repurchase Event occurs as a result of the
Termination by a Manager Shareholder on or prior to May 25, 2001, or a
Termination by Waller or Rogers without Good Reason on or prior to May 25,
2001, or a Termination of Waller, Rogers or a Manager Shareholder with Cause,
the purchase price of such unrestricted stock would be the lower of the
original purchase price or Fair Market Value on the date of such Repurchase
Event. "Repurchase Event" means the death, Disability, Retirement (as such
terms are defined in the Shareholder Agreement) or Termination of or by a
Manager Shareholder, or the Termination by Waller or Rogers without Good
Reason on or before May 25, 2001, or the Termination of Waller or Rogers with
Cause.
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Upon the occurrence of the death, Disability or Retirement of Waller or
Rogers, the termination of Waller or Rogers without Cause, the Termination by
Waller or Rogers with Good Reason or the Termination by Waller or Rogers after
May 25, 2001 with or without Good Reason, Waller or Rogers (or such
individual's estate) would have the right either to retain his common stock or
to offer to sell his common stock first to Waller (if Rogers or his estate is
selling such stock) or Rogers (if Waller or his estate is selling such stock),
then the Company and finally the other Shareholders pro rata, who would each,
in order, have the option to purchase such common stock at Fair Market Value.
Generally, if any Shareholder desires to Dispose of any Subjected Shares to
any Third Party (as defined in the Shareholder Agreement) other than a
Permitted Transferee, first Waller and Rogers (to the extent they are not the
selling Shareholder), then the Company and finally the other Shareholders pro
rata would have the option to buy such shares at the price such Third Party is
willing to pay (if the transfer is for value) or at the original purchase
price (if the transfer is other than for value); provided that (i) if Waller
and Rogers desire to Dispose of any Subjected Shares, Messrs. Berman and
Goldfarb would have the opportunity to purchase such stock before the Company,
(ii) if CVS, after becoming subject to the Shareholder Agreement pursuant to
the terms of the CVS Warrant, desires to Dispose of any Subjected Shares, the
Company, then Waller and Rogers and finally the other Shareholders pro rata
would have the option to purchase such Subjected Shares, and (iii) Waller and
Rogers would have the right to Dispose of a limited number of Subjected Shares
to employees of the Company. If no one chooses to purchase the securities,
then such Shareholder would be permitted to Dispose of the securities to such
Third Party on substantially the same terms and at a price at least equal to
the price such Third Party was originally willing to pay for such securities,
provided that such Disposition is completed within 90 days and the Third Party
agrees in writing to be subject to the Shareholder Agreement. Such right of
first refusal would not apply to sales of unrestricted stock in a public
offering or sales by Shareholders other than the Manager Shareholders of
unrestricted stock in open market transactions.
Generally, subject to the terms of the Shareholder Agreement, no Shareholder
would be permitted to sell shares of common stock (other than to a Permitted
Transferee, in a public offering or, in the case of Shareholders other than
the Manager Shareholders, in an open market transaction) without providing all
other Shareholders the right to participate in such sale (the "Co-Sale
Rights"); provided that Waller and Rogers would have the right to sell a
limited number of shares of common stock to employees of the Company. Each
Shareholder who exercises such Shareholder's Co-Sale Rights would be permitted
to sell a percentage of the shares that the prospective buyer is willing to
purchase equal to such Shareholder's percentage ownership of the outstanding
shares of unrestricted stock owned by all of the Shareholders wishing to
participate in such sale.
Each Shareholder that is subject to the Shareholder Agreement has agreed to
vote all of the voting shares of common stock held by such Shareholder in
favor of the election to the Board of Directors of two individuals who will be
nominated by a vote of a majority of the outstanding shares of common stock
held by the Employees and their Permitted Transferees and, upon the vote of a
majority of the outstanding shares of common stock held by the Employees and
their Permitted Transferees, to remove or replace such directors, until the
earlier of (i) the completion of an underwritten public offering with gross
proceeds of at least $20.0 million or (ii) the general termination of the
Shareholder Agreement. Joel N. Waller and David L. Rogers currently own a
majority of the outstanding shares of common stock held by the Employees and
their Permitted Transferees, and are therefore able to nominate such two
directors.
Generally, the Shareholder Agreement will terminate with respect to all
Subjected Shares upon the first to occur of: (i) a Control Transaction (as
defined in the Shareholder Agreement), or (ii) May 25, 1998. The Co-Sale
Rights would remain in effect upon the occurrence of a Control Transaction but
would expire on May 25, 1998.
SALE AGREEMENT
On May 24, 1996, CVS, the Company and Wilsons Center, Inc., one of the
Predecessor Companies, entered into a sale agreement (the "Sale Agreement"),
which provided for CVS to sell the Wilsons Shares to the
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Company on May 25, 1996 (the "Closing"), subject to various conditions
typically found in transactions of this nature. In consideration for the
Wilsons Shares, the Company delivered to CVS: (i) $2.0 million in cash; (ii)
the $55.8 million CVS Note; (iii) the CVS Warrant; (iv) the Manager Warrant;
(v) 4,320,000 shares of the Company's common stock; and (vi) 7,405 shares of
the Company's Series A Preferred. As part of the Acquisition, Limited
Partnership I subsequently purchased from CVS the 4,320,000 shares of the
Company's common stock and Limited Partnership II subsequently purchased from
CVS the 7,405 shares of the Company's Series A Preferred for an aggregate
consideration of $10.0 million. On May 27, 1997, the 7,405 shares of Series A
Preferred were exchanged for 617,083 shares of the Company's common stock. On
June 2, 1997, upon completion of the Company's initial public offering, the
Limited Partnerships automatically dissolved, and the shares of common stock
held by them were distributed to their partners based on their respective
interests in the Limited Partnership.
Pursuant to the Sale Agreement, CVS agreed, subject to certain limitations
set forth therein, to indemnify the Company and its affiliates (and their
respective officers and directors) against and to hold them harmless from any
and all Damages (as defined in the Sale Agreement) incurred or suffered by any
such indemnified party arising out of, among other things: (i) certain
misrepresentations or breaches of warranties or covenants or agreements to be
performed by CVS or Wilsons Center, Inc. pursuant to the Sale Agreement; (ii)
claims relating to certain disclosed and undisclosed liabilities of the
Predecessor Companies; (iii) claims relating to the Closed Store Leases (as
defined in the Sale Agreement) and the Excluded Subsidiaries (as defined in
the Sale Agreement); (iv) claims related to certain taxes, primarily income
taxes; (v) claims related to certain recalled leather protector sprays; and
(vi) certain claims related to employees and certain employee benefits
matters. Generally, the indemnifications by CVS, other than those referred to
in clauses (iii), (iv), (v) and (vi) above and those for breaches of covenants
and for certain disclosed liabilities, which will survive indefinitely or
until the expiration of the applicable statute of limitations and have no
dollar limit, had to have been asserted on or prior to August 25, 1997. No
such claims that had to have been asserted on or prior to August 25, 1997 were
asserted on or prior to such date.
The Company and its affiliates have also, subject to certain limitations set
forth in the Sale Agreement, agreed to indemnify CVS and its affiliates (and
their respective officers and directors) against and to hold them harmless
from any and all Damages incurred or suffered by any such indemnified party
arising out of, among other things, certain misrepresentations or breaches of
warranties or covenants or agreements to be performed by the Company or, after
May 25, 1996, by Wilsons Center, Inc. pursuant to the Sale Agreement.
Generally, the indemnifications by the Company relating to misrepresentations
or breaches of warranties had to have been asserted on or prior to August 25,
1997. No such claims that had to have been asserted on or prior to August 25,
1997 were asserted on or prior to such date.
WARRANTS HELD BY CVS
As of February 1, 1997, the Company had issued and outstanding: (i) the CVS
Warrant to purchase 1,350,000 shares of the Company's common stock, at an
exercise price of $.60 per share, and (ii) the Manager Warrant to purchase up
to 1,080,000 shares of the Company's common stock, at an exercise price of
$.60 per share. The CVS Warrant is immediately exercisable, in whole or in
part, and remains exercisable until May 25, 2006. The Manager Warrant lapsed
upon repurchase of the CVS Note on August 18, 1997. See "The Acquisition" and
"--Restricted Stock Agreement" above. The exercise price and number of shares
of common stock for which the CVS Warrant is exercisable will be
proportionately adjusted to reflect any stock dividend, distribution,
subdivision, split, combination, issuance or reclassification. Upon exercise
of such warrant and receipt of the Company's common stock, each holder of such
stock agrees to enter into the Shareholder Agreement, as long as the
Shareholder Agreement is in effect with respect to any shares of the Company's
common stock. The CVS Warrant is also subject to certain registration rights.
See "--Registration Rights Agreement" and "--Shareholder Agreement."
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SUBORDINATED CVS NOTE
On May 25, 1996, the Company issued the CVS Note to CVS for $55.8 million as
partial consideration for the Acquisition. As of May 3, 1997, the Company had
recorded $5.2 million of accrued interest expense on the CVS Note. The $5.2
million along with the $0.3 million of interest accrued from May 4, 1997
through May 25, 1997 became a part of the principal balance on May 25, 1997.
On August 18, 1997, the Company repurchased the CVS Note from CVS, using $56.5
million of the net proceeds from the Offering to effect such repurchase (the
principal (including capitalized interest) of, and non-capitalized accrued
interest on, which totaled $62.7 million).
OTHER RELATIONSHIPS
The Company regularly conducts business with G-III, of which Morris
Goldfarb, a director of Wilsons, is the Chief Executive Officer and a
director. Purchases from G-III totaled $5.0 million, $4.7 million and $9.9
million for the 13-month period ended February 1, 1997 and the 12-month
periods ended December 31, 1995 and 1994, respectively. The Company believes
that transactions with G-III are on terms no less favorable to the Company
than those obtainable in arms-length transactions with unaffiliated third
parties.
For a discussion of related party transactions involving the Predecessor
Companies, see also Note 12 of Notes to Consolidated Financial Statements.
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DESCRIPTION OF SENIOR CREDIT FACILITY
The Banks have provided WLHI with a three-year Senior Credit Facility that
expires May 1999. The Senior Credit Facility provides for borrowings of up to
$150.0 million in aggregate principal amount, which amount includes a letter
of credit subfacility of up to $90.0 million. The maximum amount available
under the Senior Credit Facility, however, is further subject to a borrowing
base limitation (less certain reserves) of 65% of eligible inventory. The
Company's borrowing availability is also reduced by outstanding letters of
credit. The Company plans to use the Senior Credit Facility for its immediate
and future working capital needs, including capital expenditures. As of August
2, 1997, on a pro forma basis, the Company had no consolidated borrowings
outstanding under the Senior Credit Facility and $43.9 million in outstanding
letters of credit.
Interest is payable on borrowings at one or more variable rates determined
by reference to the "prime" rate plus .25% ("prime" plus 0.0% for the first
$10.0 million of borrowings), or LIBOR plus 1.75%. The spreads are subject to
possible changes based upon the Company's financial results. The Company pays
a monthly fee equal to .375% per annum on the unused amount of the Senior
Credit Facility and on that portion of the first $10.0 million in borrowings
that bears interest at prime plus a spread. For letters of credit, the Company
pays a monthly fee in an amount equal to 1.25% per annum times the daily
average of the amount of letters of credit outstanding during each month,
which percentage is subject to possible changes based on the Company's
financial results.
The Senior Credit Facility contains certain covenants limiting, among other
things, the Company's and each Subsidiary's ability to pay cash dividends or
make other distributions, change its business, merge, consolidate or dispose
of assets, incur liens, make loans and investments, incur indebtedness and
engage in certain transactions with affiliates. The Senior Credit Facility
also contains financial covenants that require the Company to meet a minimum
fixed charge coverage ratio, maintain a minimum net worth and limit capital
expenditures.
The Senior Credit Facility contains events of default customary for
facilities of its type, including without limitation, the Company's failure to
pay principal, interest, fees or other amounts when due; the Company's breach
of any covenants, representations or warranties; cross-default and cross
acceleration; bankruptcy, insolvency or similar events involving the Company
or its Subsidiaries; the unenforceability of any of the agreements or liens
securing payment of the obligations under the Senior Credit Facility; and the
occurrence or existence of any event or circumstance which has a material
adverse effect upon the Company.
WLHI, an indirect Subsidiary of the Company (and Guarantor of the Senior
Notes), is the borrower under the Senior Credit Facility. Loans, if any, under
the Company's Senior Credit Facility are guaranteed by the Company and each of
its current and future domestic Subsidiaries, which guarantees are secured by
substantially all of the assets of the Company and its current and future
domestic Subsidiaries.
In connection with the issuance of the Senior Notes, the Company and the
Banks have executed and delivered an amendment to the Senior Credit Facility
to: (i) eliminate a seasonal advance; (ii) permit the Senior Notes and
Guarantees in lieu of the CVS Note and its collateral; (iii) provide that a
Change of Control under the Indenture will constitute a change of control
(and, therefore, an event of default) under the Senior Credit Facility; and
(iv) permit dividends sufficient to allow the Company to service the current
interest obligations on the Senior Notes and for taxes and other limited
operating expenses provided that no payment default then exists under the
Senior Credit Facility.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Faegre & Benson LLP, counsel to the Company, the following
discussion describes the material federal income tax consequences expected to
result to holders whose Private Notes are exchanged for Exchange Notes in the
Exchange Offer. Such opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), applicable Treasury
regulations, judicial authority and administrative rulings and practice. There
can be no assurance that the Internal Revenue Service (the "Service") will not
take a contrary view, and no ruling from the Service has been or will be
sought with respect to the Exchange Offer. Legislative, judicial or
administrative changes or interpretations may be forthcoming that could alter
or modify the statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect the tax
consequences to holders. Certain holders (including insurance companies, tax-
exempt organizations, financial institutions, broker-dealers, foreign
corporations and persons who are not citizens or residents of the United
States) may be subject to special rules not discussed below. EACH HOLDER OF
PRIVATE NOTES SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF EXCHANGING PRIVATE NOTES FOR EXCHANGE NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN LAWS.
The exchange of Private Notes for Exchange Notes will be treated as a "non-
event" for federal income tax purposes because the Exchange Notes will not be
considered to differ materially in kind or extent from the Private Notes. As a
result, no material federal income tax consequences will result to holders
exchanging Private Notes for Exchange Notes.
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DESCRIPTION OF SENIOR NOTES
GENERAL
The Exchange Notes will be issued pursuant to an Indenture (the "Indenture")
dated as of August 18, 1997 among the Company, the Guarantors and Norwest
Bank, Minnesota, National Association, as trustee (the "Trustee"). The
Exchange Notes will evidence the same indebtedness as the Private Notes (which
they replace) and will be entitled to the benefits of the Indenture. The form
and terms of the Exchange Notes are the same as the form and terms of the
Private Notes except that (i) the Exchange Notes will have been registered
under the Securities Act, and, therefore, the Exchange Notes will not bear
legends restricting the transfer thereof and (ii) Holders of the Exchange
Notes will not be entitled to certain rights of Holders of Private Notes under
the Registration Rights Agreement, which rights will terminate upon the
consummation of the Exchange Offer. The terms of the Exchange Notes include
those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The
Exchange Notes are subject to all such terms, and holders of Exchange Notes
("Holders") are referred to the Indenture and the Trust Indenture Act for a
statement thereof. The following summary of the material provisions of the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Indenture, including the definitions therein of certain terms
used below. Copies of the Indenture and Registration Rights Agreement are
available as set forth below under "--Additional Information." The definitions
of certain terms used in the following summary are set forth below under "--
Certain Definitions." For purposes of this summary, the term "Company" refers
only to Wilsons The Leather Experts Inc. and not to any of its Subsidiaries;
the term "Senior Notes" refers to both the Exchange Notes and the Private
Notes; and the term "Holders" refers to holders of Senior Notes.
The Senior Notes will rank senior in right of payment to all subordinated
Indebtedness of the Company issued in the future, if any. The Senior Notes
will be general unsecured obligations of the Company and will rank pari passu
in right of payment with all current and future unsecured senior Indebtedness
of the Company. However, Wilsons Leather Holdings Inc. ("WLHI"), an indirect
Subsidiary of the Company, is the borrower and the Company and its other
domestic Subsidiaries are guarantors under the Senior Credit Facility, and all
borrowings and guarantees under the Senior Credit Facility are secured by a
first priority Lien on substantially all of the assets of the Company and such
Subsidiaries. As of August 2, 1997, approximately $43.9 million was
outstanding (consisting only of outstanding letters of credit) under the
Senior Credit Facility, which typically reaches peak borrowings in October and
November of each year, consistent with the Company's and its Subsidiaries'
seasonal working capital needs. The Indenture will permit additional
borrowings under the Senior Credit Facility in the future. See "Risk Factors--
Effective Subordination of Senior Notes."
The operations of the Company are conducted through its Subsidiaries and,
therefore, the Company is dependent upon the cash flow of its Subsidiaries to
meet its obligations, including its obligations under the Senior Notes. The
ability of the Subsidiaries to make payments to the Company is limited by the
Senior Credit Facility, which permits distributions to the Company only to the
extent of interest payments on the Senior Notes and for other limited purposes
in the absence of a payment default thereunder, and applicable state law
governing payment of dividends. See "Risk Factors--Holding Company Structure."
As of the date of the Indenture, all of the Company's Subsidiaries were
Restricted Subsidiaries. However, under certain circumstances, the Company
will be able to designate current or future Subsidiaries as Unrestricted
Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants set forth in the Indenture.
SUBSIDIARY GUARANTEES
The Company's payment obligations under the Senior Notes will be jointly and
severally guaranteed by the Guarantors. The obligations of each Guarantor
under its Guarantee are unsecured, and will be limited so as not to constitute
a fraudulent conveyance under applicable law. See, however, "Risk Factors--
Fraudulent Conveyance Risks." The Guarantees will rank pari passu in right of
payment with all current and future
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unsecured senior Indebtedness of the Guarantors, and senior in right of
payment to all future subordinated Indebtedness (if any) of the Guarantors.
However, the Guarantees are effectively subordinated to the obligations of
WLHI under the Senior Credit Facility and the guarantees thereof by the
Company and its other domestic Subsidiaries, by reason of the first priority
Liens granted for the benefit of the lenders thereunder.
The Indenture will provide that no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person), another
corporation, Person or entity whether or not affiliated with such Guarantor
unless (a) the consolidation or merger is with another Guarantor or the
Company or (b) (i) subject to the provisions of the following paragraph, the
Person formed by or surviving any such consolidation or merger (if other than
such Guarantor) assumes, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, all the obligations of such
Guarantor under the Senior Notes and the Indenture; (ii) immediately after
giving effect to such transaction, no Default or Event of Default exists;
(iii) such Guarantor, or any Person formed by or surviving any such
consolidation or merger, would have Consolidated Net Worth (immediately after
giving effect to such transaction), equal to or greater than the Consolidated
Net Worth of such Guarantor immediately preceding the transaction; and (iv)
the Company would be permitted by virtue of the Company's pro forma Fixed
Charge Coverage Ratio, immediately after giving effect to such transaction, to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the covenant described below under the
caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."
The Indenture will provide that in the event of a sale or other disposition
of all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the capital stock of any
Guarantor, in each case, other than such a sale or disposition to another
Guarantor or to the Company, then such Guarantor (in the event of a sale or
other disposition, by way of such a merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all of the assets of
such Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of the
Indenture. See "--Repurchase at the Option of Holders--Asset Sales."
PRINCIPAL, MATURITY AND INTEREST
The Senior Notes will be limited in aggregate principal amount to $75.0
million and will mature on August 15, 2004. Interest on the Senior Notes will
accrue at the rate of 11 1/4% per annum and will be payable semi-annually in
arrears on February 15 and August 15, commencing on February 15, 1998, to
Holders of record on the immediately preceding February 1 and August 1.
Interest on the Senior Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. Principal, premium, if any, and interest on
the Senior Notes will be payable at the office or agency of the Company
maintained for such purpose within the City and State of New York or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders of the Senior Notes at their respective addresses set forth in the
register of Holders of Senior Notes; provided that all payments of principal,
premium and interest with respect to Senior Notes the Holders of which have
given wire transfer instructions to the Company will be required to be made by
wire transfer of immediately available funds to the accounts specified by the
Holders thereof. Until otherwise designated by the Company, the Company's
office or agency in New York will be the office of the Trustee maintained for
such purpose. The Senior Notes will be issued in denominations of $1,000 and
integral multiples thereof.
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OPTIONAL REDEMPTION
The Senior Notes will not be redeemable at the Company's option prior to
August 15, 2001. Thereafter, the Senior Notes will be subject to redemption at
any time at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on August 15 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2001............................................................ 105.625%
2002............................................................ 102.813%
2003 (and thereafter)........................................... 100.000%
</TABLE>
Notwithstanding the foregoing, the Company may on one occasion prior to
August 15, 2000 redeem up to an aggregate of 25% of the original aggregate
principal amount of Senior Notes at a redemption price of 111.25% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the redemption date, with the net cash proceeds of an offering of common stock
of the Company; provided that 75% of the original aggregate principal amount
of Senior Notes remains outstanding immediately after the occurrence of such
redemption; and provided, further, that such redemption shall occur within 45
days of the date of the closing of such offering.
SELECTION AND NOTICE
If less than all of the Senior Notes are to be redeemed at any time,
selection of Senior Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities
exchange, if any, on which the Senior Notes are listed, or, if the Senior
Notes are not so listed, on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate; provided that no Senior Note of
$1,000 or less shall be redeemed in part. Notices of redemption shall be
mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Senior Notes to be redeemed at its
registered address. Notices of redemption may not be conditional. If any
Senior Note is to be redeemed in part only, the notice of redemption that
relates to such Senior Note shall state the portion of the principal amount
thereof to be redeemed. A new Senior Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Senior Note. Senior Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on Senior Notes or portions of them
called for redemption.
MANDATORY REDEMPTION
Except as set forth below under "--Repurchase at the Option of Holders," the
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Senior Notes.
REPURCHASE AT THE OPTION OF HOLDERS
Change of Control
Upon the occurrence of a Change of Control, each Holder of Senior Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant
to the offer described below (the "Change of Control Offer") at an offer price
in cash equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within ten days following any
Change of Control, the Company will mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Senior Notes on the date specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the "Change of Control Payment Date"), pursuant to
the procedures required by the Indenture and described in such notice. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other
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securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Senior
Notes as a result of a Change of Control.
On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment all Senior Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all
Senior Notes or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Senior Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Senior Notes
or portions thereof being purchased by the Company. The Paying Agent will
promptly mail to each Holder of Senior Notes so tendered the Change of Control
Payment for such Senior Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Senior
Note equal in principal amount to any unpurchased portion of the Senior Notes
surrendered, if any; provided that each such new Senior Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the Senior Notes to require that
the Company repurchase or redeem the Senior Notes in the event of a takeover,
recapitalization or similar transaction.
The Senior Credit Facility contains prohibitions of certain events that
would constitute a Change of Control. In addition, the exercise by the Holders
of Senior Notes of their right to require the Company to repurchase the Senior
Notes could cause a default under the Senior Credit Facility, even if the
Change of Control itself does not, due to the financial effect of such
repurchases on the Company. Finally, the Company's ability to pay cash to the
Holders of Senior Notes upon a repurchase may be restricted by the dividend
limitations of the Senior Credit Facility and may be otherwise limited by the
Company's then existing financial resources. See "Risk Factors--Potential
Inability to Fund Repurchase of Senior Notes Upon Change of Control."
The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Senior Notes validly tendered and not withdrawn
under such Change of Control Offer.
"Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation or the grant of mortgages, security interests or
liens), in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole to any
"person" (as such term is used in Section 13(d)(3) of the Exchange Act) other
than the Company and/or one or more Subsidiaries, (ii) the adoption of a plan
relating to the complete liquidation or dissolution of the Company, (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above
except that no two or more individuals or entities shall be deemed to be a
single "person" solely by reason of being parties to the Shareholder
Agreement), other than the Principals and their Related Parties, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire,
whether such right is currently exercisable or is exercisable only upon the
occurrence of a subsequent condition and except that no individual or entity
shall be deemed to "beneficially own" any Voting Stock beneficially owned by
any other individual or entity solely by reason of being a party to the
Shareholder Agreement), directly or indirectly, of more than 40% of the Voting
Stock of the Company (measured by voting power rather than number of shares),
provided that a Change of Control shall not occur as a result of a merger,
consolidation or other transaction in which the persons who beneficially owned
the Voting Stock of the Company immediately prior to the transaction continue
to own, directly or indirectly, at least 60% of the Voting Stock of the
Corporation surviving such transaction or its parent corporation (measured by
voting power rather than number
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of shares) in substantially the same percentage relative to each other as they
owned before the transaction (except as affected by cashing out fractional
shares or dissenting shareholders) or (iv) the first day on which a majority
of the members of the Board of Directors of the Company are not Continuing
Directors.
"Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was nominated for election or
elected or appointed to such Board of Directors by the Board of Directors at a
time when a majority of the Board consisted of Continuing Directors.
"Principals" means Joel N. Waller and David L. Rogers.
"Related Party" with respect to any Principal means (A) any spouse or
immediate family member of such Principal or (B) any trust, corporation,
partnership, limited liability company or other entity, a majority of the
beneficial interest or voting interest in which is held, directly or
indirectly, by such Principal and/or such other Persons referred to in the
immediately preceding clause (A) with respect to such Principal.
Asset Sales
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value (evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of and (ii) at least 75% of the
consideration therefor received by the Company or such Restricted Subsidiary
is in the form of cash; provided that the amount of (x) any liabilities (as
shown on the Company's or such Restricted Subsidiary's most recent balance
sheet) of the Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Senior
Notes or any guarantee thereof) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability and (y) any securities,
notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are converted by the Company or such
Restricted Subsidiary into cash (to the extent of the cash received) within
five Business Days after such Asset Sale, shall be deemed to be cash for
purposes of this provision.
Subject to the provisions relating to Excess Proceeds set forth below,
within 360 days after the receipt of any Net Proceeds from an Asset Sale, the
Company may apply such Net Proceeds, at its option, (a) to repay Indebtedness
under the Senior Credit Facility (and to correspondingly permanently reduce
commitments with respect thereto), or (b) to the acquisition of a controlling
interest in another business, the making of a capital expenditure or the
acquisition of other long-term assets, in each case, in a Permitted Business.
Pending the final application of any such Net Proceeds, the Company may
temporarily reduce Indebtedness under the Senior Credit Facility or otherwise
invest such Net Proceeds in any manner that is not prohibited by the
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested
as provided in the first sentence of this paragraph will be deemed to
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company will be required to make an offer to all
Holders of Senior Notes (an "Asset Sale Offer") to purchase the maximum
principal amount of Senior Notes and pari passu Indebtedness (to the extent
the terms thereof require an asset sale offer) that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon, if any,
to the date of purchase, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Senior Notes and pari
passu Indebtedness tendered pursuant to an Asset Sale Offer (and any such
required asset sale offer) is less than the Excess Proceeds, the Company may
use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Senior Notes and pari passu Indebtedness
permitted by the Indenture surrendered by holders thereof exceeds the amount
of Excess Proceeds, such Senior Notes and pari passu Indebtedness shall be
purchased on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero. Unless a consent is
obtained, the Senior Credit
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Facility would not permit the Company's Subsidiaries to distribute cash to the
Company in an amount sufficient to satisfy the Asset Sale Offer requirement
summarized above, and the failure to satisfy such obligation would constitute
an Event of Default under the Indenture.
CERTAIN COVENANTS
Restricted Payments
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or
pay any dividend or make any other payment or distribution on account of the
Company's or any of its Restricted Subsidiaries' Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company) or to the direct or indirect holders of the Company's
or any of its Restricted Subsidiaries' Equity Interests in their capacity as
such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company or other Affiliate of
the Company (other than any such Equity Interests owned by the Company or any
Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on
or with respect to, or purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is pari passu with or subordinated to
the Senior Notes (other than under the Senior Credit Facility and the Senior
Notes), except a payment of interest or principal at Stated Maturity; or (iv)
make any Restricted Investment (all such payments and other actions set forth
in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:
(a) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof; and
(b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant
described below under caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock"; and
(c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of the Indenture (excluding Restricted Payments
permitted by clause (ii), (iii), (iv), (vi), or (vii) of the next
succeeding paragraph), is less than the sum of (i) 50% of the Consolidated
Net Income of the Company for the period (taken as one accounting period)
from the beginning of the first fiscal quarter commencing after the date of
the Indenture to the end of the Company's most recently ended fiscal
quarter for which internal financial statements are available at the time
of such Restricted Payment (or, if such Consolidated Net Income for such
period is a deficit, less 100% of such deficit), plus (ii) 100% of the
aggregate net cash proceeds received by the Company from the issue or sale
since the date of the Indenture of Equity Interests of the Company (other
than Disqualified Stock) or of Disqualified Stock or debt securities of the
Company that have been converted into such Equity Interests (other than
Equity Interests (or Disqualified Stock or convertible debt securities)
sold to a Subsidiary of the Company and other than Disqualified Stock or
convertible debt securities that have been converted into Disqualified
Stock), plus (iii) to the extent that any Restricted Investment that was
made after the date of the Indenture is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (A) the cash return of capital
with respect to such Restricted Investment (less the cost of disposition,
if any) and (B) the initial amount of such Restricted Investment, plus (iv)
50% of any dividends received by the Company or a Wholly Owned Restricted
Subsidiary after the date of the Indenture from an Unrestricted Subsidiary
of the Company, to the extent that such dividends were not otherwise
included in Consolidated Net Income of the Company for such period, plus
(v) $5.0 million.
The foregoing provisions will not prohibit (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of the
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Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any pari passu or subordinated Indebtedness or Equity Interests
of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
other Equity Interests of the Company (other than any Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for
any such redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (c)(ii) of the preceding paragraph; (iii) the
defeasance, redemption, repurchase or other acquisition of pari passu or
subordinated Indebtedness with the net cash proceeds from an incurrence of
Permitted Refinancing Indebtedness; (iv) the payment of any dividend by a
Subsidiary of the Company to the holders of its Equity Interests on a pro rata
basis; (v) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or any Subsidiary of the Company
held by any member of the Company's (or any of its Subsidiaries') management
pursuant to any management equity subscription agreement, stock option
agreement or shareholder agreement; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $500,000 in any twelve-month period and no Default or Event of Default
shall have occurred and be continuing immediately after such transaction; (vi)
if an Asset Sale Offer is required in respect of the Senior Notes pursuant to
the Indenture, the making and consummation of an asset sale offer in
accordance with the provisions of an indenture governing pari passu
Indebtedness permitted by the Indenture; or (vii) if a Change of Control Offer
is required in respect of the Senior Notes pursuant to the Indenture, the
making and consummation of a change of control offer as required by the
provisions of an indenture governing pari passu Indebtedness permitted by the
Indenture, provided that the definition of "change of control" and the terms
and timing of a change of control offer applicable to such pari passu
Indebtedness are substantially identical to the definition of Change of
Control and the terms and timing of a Change of Control Offer under the
Indenture.
If the Company or any Wholly Owned Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Wholly Owned Restricted Subsidiary of
the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the second succeeding paragraph below.
The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default,
provided that in no event shall the business currently operated by WLHI be
transferred to or held by an Unrestricted Subsidiary. For purposes of making
such determination, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated will be deemed to be Restricted Payments at the time
of such designation and will reduce the amount available for Restricted
Payments under the first paragraph of this covenant. All such outstanding
Investments will be deemed to constitute Investments in an amount equal to the
greatest of (x) the net book value of such Investments at the time of such
designation, (y) the fair market value of such Investments at the time of such
designation and (z) the original fair market value of such Investments at the
time they were made. Such designation will only be permitted if such
Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined by the
Board of Directors whose resolution with respect thereto shall be delivered to
the Trustee, such determination to be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if such fair market value exceeds $1.0 million. Not later than the
date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
the covenant "Restricted Payments" were computed, together with a copy of any
fairness opinion or appraisal required by the Indenture.
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Incurrence of Indebtedness and Issuance of Preferred Stock
The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt) and that the Company will not issue any
Disqualified Stock and will not permit any of its Subsidiaries to issue any
shares of preferred stock; provided, however, that the Company or any
Guarantor may incur Indebtedness (including Acquired Debt) and the Company may
issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which
such additional Indebtedness is incurred or such Disqualified Stock is issued
would have been at least 2.5 to 1, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock had been issued, as
the case may be, at the beginning of such four-quarter period.
The Indenture will also provide that the Company and each Guarantor will not
incur any Indebtedness that is contractually subordinated to any other
Indebtedness of the Company or such Guarantor, as the case may be, unless such
Indebtedness is also contractually subordinated to the Notes or the Guarantee
of such Guarantor, as applicable, on substantially identical terms; provided,
however, that no Indebtedness of the Company or such Guarantor, as the case
may be, shall be deemed to be contractually subordinated to any other
Indebtedness of the Company or such Guarantor, as the case may be, solely by
virtue of being unsecured.
The provisions of the first paragraph of this covenant will not apply to the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):
(i) the incurrence by the Company and any Guarantor of Indebtedness and
letters of credit pursuant to the Senior Credit Facility; provided,
however, that the aggregate principal amount of all Indebtedness (with
letters of credit being deemed to have a principal amount equal to the
maximum potential liability of the Company and its Subsidiaries thereunder)
outstanding under the Senior Credit Facility does not exceed the greater of
$150.0 million or the amount of the Borrowing Base; provided, further, that
any acquisition of capital stock or substantially all of the assets of any
business (including by way of any merger, consolidation or similar
transaction and including any Permitted Investment permitted by clause (c)
of the definition of such term) may be financed with borrowings under the
Senior Credit Facility only to the extent that the Company would, at the
time of such borrowings and after giving pro forma effect thereto as if
such borrowings and such acquisition had occurred at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in the first paragraph of this covenant;
(ii) the incurrence by the Company and its Restricted Subsidiaries of the
Existing Indebtedness;
(iii) the incurrence by the Company of Indebtedness represented by the
Senior Notes and the incurrence by the Guarantors of the Guarantees;
(iv) the incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiary, in an aggregate
principal amount not to exceed $6.0 million at any time outstanding;
(v) the incurrence by the Company or any of its Restricted Subsidiaries
of Permitted Refinancing Indebtedness in exchange for, or the net proceeds
of which are used to refund, refinance or replace Indebtedness that was
permitted by the Indenture to be incurred; provided, however, that
Permitted Refinancing Indebtedness with respect to clauses (iv), (vi) and
(vii) (and any Existing Indebtedness of like character outstanding on the
Issue Date) would otherwise be permitted to be incurred pursuant to such
clauses, as applicable;
(vi) the incurrence by the Company or any of its Restricted Subsidiaries
of intercompany Indebtedness between or among the Company and/or any of its
Wholly Owned Restricted Subsidiaries; provided,
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however, that (i) if the Company or any Guarantor is the obligor on, and
the lender is not a Guarantor of, such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Senior Notes or the Guarantee of such
Guarantor as applicable and (ii)(A) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness being held by a
Person other than the Company or a Wholly Owned Restricted Subsidiary and
(B) any sale or other transfer of any such Indebtedness to a Person that is
not either the Company or a Wholly Owned Restricted Subsidiary shall be
deemed, in each case, to constitute an incurrence of such Indebtedness by
the Company or such Restricted Subsidiary, as the case may be;
(vii) the incurrence by the Company or any of its Restricted Subsidiaries
of Hedging Obligations that are incurred for the purpose of fixing or
hedging interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of the Indenture to be outstanding;
(viii) the guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this covenant;
(ix) the incurrence by the Company or any of the Restricted Subsidiaries
of additional Indebtedness (which may, but need not, be incurred under the
Senior Credit Facility) in an aggregate principal amount (or accreted
value, as applicable) at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to refund, refinance or replace any other
Indebtedness incurred pursuant to this clause (ix), not to exceed $12.0
million; provided, however that no more than $2.0 million of such
outstanding Indebtedness may be incurred by Restricted Subsidiaries that
are not Guarantors; and
(x) the incurrence by the Company's Unrestricted Subsidiaries of Non-
Recourse Debt, provided, however, that if any such Indebtedness ceases to
be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
deemed to constitute an incurrence of Indebtedness by a Restricted
Subsidiary of the Company.
For purposes of determining compliance with this covenant, in the event that
an item of Indebtedness meets the criteria of more than one of the categories
of Permitted Debt described in clauses (i) through (x) above or is entitled to
be incurred pursuant to the first paragraph of this covenant, the Company
shall, in its sole discretion, classify such item of Indebtedness in any
manner that complies with this covenant and such item of Indebtedness will be
treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph hereof. Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for
purposes of this covenant.
Liens
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens.
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (i)(a) pay
dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any
other interest or participation in, or measured by, its profits, or (b) pay
any Indebtedness owed to the Company or any of its Restricted Subsidiaries,
(ii) make loans or advances to the Company or any of its Restricted
Subsidiaries or (iii) transfer any of its properties or assets to the Company
or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (a) Existing Indebtedness as in
effect on the date of the Indenture (b) the Senior Credit Facility as in
effect as of the date of the Indenture (after giving effect to
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amendments thereto effective on such date) and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are no more restrictive with respect to such dividend and other
payment restrictions than those contained in the Indebtedness refinanced, (c)
the Indenture and the Senior Notes, (d) applicable law, (e) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of the Indenture to be incurred, (f) by reason of
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (g) Capital Lease
Obligations and purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described
in clause (iii) above on the property so acquired, (h) Permitted Refinancing
Indebtedness, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive than
those contained in the agreements governing the Indebtedness being refinanced,
or (i) customary limitations of the nature described in clause (iii) above
imposed by any agreement entered into in connection with an Asset Sale (or
transaction that would be an Asset Sale but for the size of the transaction)
prior to the consummation thereof, provided that such limitations apply only
to the assets to be sold in such Asset Sale.
Merger, Consolidation, or Sale of Assets
The Indenture will provide that the Company may not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to, another corporation, Person or entity unless (i) the Company
is the surviving corporation or the entity or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia; (ii) the
entity or Person formed by or surviving any such consolidation or merger (if
other than the Company) or the entity or Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Senior Notes and the
Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee; (iii) immediately after such transaction no
Default or Event of Default exists; and (iv) except in the case of a merger of
the Company with or into a Wholly Owned Restricted Subsidiary of the Company,
the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) will have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of the covenant described above
under the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock."
Transactions with Affiliates
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an
"Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms
that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated
Person and (ii) the Company
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delivers to the Trustee (a) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $1.0 million, a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (i) above and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors and (b) with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million
(other than any purchase from a leather goods wholesaler made in the ordinary
course of business and consistent with past practices), an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point
of view issued by an accounting, appraisal or investment banking firm of
national standing; provided that (w) any employment agreement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business, (x) payment of reasonable directors' fees to directors of the
Company who are not employees, officers or Affiliates of the Company or any of
its Affiliates, (y) transactions between or among the Company and/or its
Restricted Subsidiaries, and (z) Restricted Payments that are permitted by the
provisions of the Indenture described above under the caption "--Restricted
Payments," in each case, shall not be deemed Affiliate Transactions.
Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted
Subsidiaries
The Indenture will provide that the Company (i) will not, and will not
permit any Wholly Owned Restricted Subsidiary of the Company to, transfer,
convey, sell, lease or otherwise dispose of any Capital Stock of any Wholly
Owned Restricted Subsidiary of the Company to any Person (other than the
Company or a Wholly Owned Restricted Subsidiary of the Company), unless (a)
such transfer, conveyance, sale, lease or other disposition is of all the
Capital Stock of such Wholly Owned Restricted Subsidiary and (b) the cash Net
Proceeds from such transfer, conveyance, sale, lease or other disposition are
applied in accordance with the covenant described above under the caption "--
Asset Sales," and (ii) will not permit any Wholly Owned Restricted Subsidiary
of the Company to issue any of its Equity Interests (other than, if necessary,
shares of its Capital Stock constituting directors' qualifying shares) to any
Person other than to the Company or a Wholly Owned Restricted Subsidiary of
the Company.
Limitations on Issuances of Guarantees of Indebtedness
The Indenture will provide that the Company will not permit any Subsidiary,
directly or indirectly, to Guarantee or pledge any assets to secure the
payment of any other Indebtedness of the Company unless such Subsidiary
simultaneously executes and delivers a supplemental indenture to the Indenture
providing for the Guarantee of the payment of the Senior Notes by such
Subsidiary, which Guarantee shall be senior to or pari passu with such
Subsidiary's guarantee of or pledge to secure such other Indebtedness;
provided, however, that, with respect to any Subsidiary's guarantee of the
Senior Credit Facility, the Guarantee of the Senior Notes shall not be secured
notwithstanding the delivery of a secured guarantee by such Subsidiary to
secure the Senior Credit Facility; and provided, further, that nothing herein
shall prohibit the grant of such security securing obligations under the
Senior Credit Facility by such Subsidiary. Notwithstanding the foregoing, any
such Guarantee by a Subsidiary of the Senior Notes shall provide by its terms
that it shall be automatically and unconditionally released and discharged
upon any sale, exchange or transfer, to any Person not an Affiliate of the
Company, of all of the Company's stock in, or all or substantially all the
assets of, such Subsidiary, which sale, exchange or transfer is made in
compliance with the applicable provisions of the Indenture. The form of such
Guarantee will be attached as an exhibit to the Indenture.
Business Activities
The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken
as a whole.
Payments for Consent
The Indenture will provide that neither the Company nor any of its
Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any
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Senior Notes for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of the Indenture or the Senior Notes unless
such consideration is offered to be paid or is paid to all Holders of the
Senior Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.
Reports
The Indenture will provide that, whether or not required by the rules and
regulations of the Securities and Exchange Commission (the "Commission"), so
long as any Senior Notes are outstanding, the Company will furnish to the
Trustee for provision to the Holders of Senior Notes (i) all quarterly and
annual financial information that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required
to file such Forms, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" that describes the financial
condition and results of operations of the Company and its consolidated
Subsidiaries (showing in reasonable detail, either on the face of the
financial statements or in the footnotes thereto and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company) and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the Commission on Form 8-K if the Company were required to file
such reports. In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless
the Commission will not accept such a filing). In addition, the Company and
the Guarantors have agreed that, for so long as any Senior Notes remain
outstanding that cannot be sold except pursuant to an exemption from or in a
transaction not subject to the requirements of the Securities Act, they will
furnish to the Holders and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
EVENTS OF DEFAULT AND REMEDIES
The Indenture will provide that each of the following constitutes an Event
of Default: (i) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Senior Notes; (ii) default in payment
when due of the principal of or premium, if any, on the Senior Notes; (iii)
failure by the Company to comply with the provisions described under the
captions "--Change of Control," "--Asset Sales," "--Restricted Payments," "--
Incurrence of Indebtedness and Issuance of Preferred Stock" or "--Merger,
Consolidation, or Sale of Assets"; (iv) failure by the Company for 60 days
after notice to comply with any of its other agreements in the Indenture or
the Senior Notes; (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay principal of or premium, if any, or interest on
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$5.0 million or more; (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $5.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days;
(vii) certain events of bankruptcy or insolvency with respect to the Company
or any of its Restricted Subsidiaries; and (viii) except as permitted by the
Indenture, any Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Guarantee.
If any Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable
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immediately, provided that, so long as any Indebtedness permitted to be
incurred pursuant to the Senior Credit Facility shall be outstanding, such
acceleration shall not be effective until the earlier of (i) an acceleration
of any such Indebtedness under the Senior Credit Facility or (ii) five
business days after receipt by the Company of written notice of such
acceleration of the Senior Notes. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Senior
Notes will become due and payable without further action or notice. Holders of
the Senior Notes may not enforce the Indenture or the Senior Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Senior Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Senior Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.
In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Senior Notes pursuant
to the optional redemption provisions of the Indenture, an equivalent premium
shall also become and be immediately due and payable to the extent permitted
by law upon the acceleration of the Senior Notes. If an Event of Default
occurs prior to August 15, 2001 by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Senior Notes prior to August 15,
2001, then the premium specified in the Indenture shall also become
immediately due and payable to the extent permitted by law upon the
acceleration of the Senior Notes.
The Holders of a majority in aggregate principal amount of the Senior Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Senior Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Senior Notes.
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS
No director, officer, employee, incorporator or shareholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Senior Notes, the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Senior Notes by
accepting a Senior Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Senior Notes. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Senior Notes ("Legal
Defeasance") except for (i) the rights of Holders of outstanding Senior Notes
to receive payments in respect of the principal of, premium, if any, interest
and Liquidated Damages, if any, on such Senior Notes when such payments are
due from the trust referred to below, (ii) the Company's obligations with
respect to the Senior Notes concerning issuing temporary Senior Notes,
registration of Senior Notes, mutilated, destroyed, lost or stolen Senior
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust, (iii) the rights, powers, trusts, duties and
immunities of the Trustee, and the Company's obligations in connection
therewith and (iv) the Legal Defeasance provisions of the Indenture. In
addition, the Company may, at its option and at any time, elect to have the
obligations of the
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Company released with respect to certain covenants that are described in the
Indenture ("Covenant Defeasance") and thereafter any omission to comply with
such obligations shall not constitute a Default or Event of Default with
respect to the Senior Notes. In the event Covenant Defeasance occurs, certain
events (not including non-payment, bankruptcy, receivership, rehabilitation
and insolvency events) described under "Events of Default" will no longer
constitute an Event of Default with respect to the Senior Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the Holders of the Senior Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the outstanding Senior Notes on the stated
maturity or on the applicable redemption date, as the case may be, and the
Company must specify whether the Senior Notes are being defeased to maturity
or to a particular redemption date; (ii) in the case of Legal Defeasance, the
Company shall have delivered to the Trustee an opinion of counsel in the
United States reasonably acceptable to the Trustee confirming that (A) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of the Indenture, there has
been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such opinion of counsel shall confirm that, the
Holders of the outstanding Senior Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred; (iii) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding
Senior Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred; (iv) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit)
or insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the date of
deposit; (v) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement
or instrument (other than the Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound; (vi) the Company must have delivered to the Trustee an opinion of
counsel to the effect that after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally; (vii) the Company must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Senior Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and (viii) the Company must deliver to the
Trustee an Officers' Certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
TRANSFER AND EXCHANGE
A Holder may transfer or exchange Senior Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or
exchange any Senior Note selected for redemption. Also, the Company is not
required to transfer or exchange any Senior Note for a period of 15 days
before a selection of Senior Notes to be redeemed.
The registered Holder of a Senior Note will be treated as the owner of it
for all purposes.
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AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided in the next two succeeding paragraphs, the Indenture or
the Senior Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Senior Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Senior Notes), and
any existing default or compliance with any provision of the Indenture or the
Senior Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Senior Notes (including consents
obtained in connection with a tender offer or exchange offer for Senior
Notes).
Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Senior Notes held by a non-consenting Holder): (i) reduce
the principal amount of Senior Notes whose Holders must consent to an
amendment, supplement or waiver, (ii) reduce the principal of or change the
fixed maturity of any Senior Note or alter the provisions with respect to the
redemption of the Senior Notes (other than provisions relating to the
covenants described above under the caption "--Repurchase at the Option of
Holders"), (iii) reduce the rate of or change the time for payment of interest
on any Senior Note, (iv) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Senior Notes (except a
rescission of acceleration of the Senior Notes by the Holders of at least a
majority in aggregate principal amount of the Senior Notes and a waiver of the
payment default that resulted from such acceleration), (v) make any Senior
Note payable in money other than that stated in the Senior Notes, (vi) make
any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of Holders of Senior Notes to receive payments of
principal of or premium, if any, or interest or Liquidated Damages, if any, on
the Senior Notes, (vii) waive a redemption payment with respect to any Senior
Note (other than a payment required by one of the covenants described above
under the caption "--Repurchase at the Option of Holders") or (viii) make any
change in the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any Holder of Senior
Notes, the Company and the Trustee may amend or supplement the Indenture or
the Senior Notes to cure any ambiguity, defect or inconsistency, to provide
for uncertificated Senior Notes in addition to or in place of certificated
Senior Notes (provided that the uncertificated Notes are issued in registered
form for purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Notes are described in Section 162(f)(2)(B) of the Code), to
provide for the assumption of the Company's or any Guarantor's obligations to
Holders of Senior Notes in the case of a merger or consolidation, to make any
change that would provide any additional rights or benefits to the Holders of
Senior Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder, or to comply with requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.
CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.
The Holders of a majority in principal amount of the then outstanding Senior
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur (which shall not be cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any Holder of Senior Notes, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.
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ADDITIONAL INFORMATION
Anyone who receives this Prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Wilsons The Leather
Experts Inc., 7401 Boone Avenue North, Brooklyn Park, Minnesota 55248,
Attention: Chief Financial Officer.
BOOK-ENTRY, DELIVERY AND FORM
Except as set forth in the next paragraph, the Senior Notes will initially
be issued in the form of one or more Global Notes (each a "Global Note"). Each
Global Note will be deposited with, or on behalf of, The Depository Trust
Company (the "Depositary") and registered in the name of Cede & Co., as
nominee of the Depositary (such nominee being referred to herein as the
"Global Note Holder").
Senior Notes that are issued as described below under "--Certificated
Securities" will be issued in the form of registered definitive certificates
(the "Certificated Securities"). Upon the transfer of Certificated Securities,
such Certificated Securities may, unless the Global Notes have previously been
exchanged for Certificated Securities, be exchanged for an interest in a
Global Note representing the principal amount of Senior Notes being
transferred.
The Depositary is a limited-purpose trust company that was created to hold
securities for its participating organizations (collectively, the
"Participants" or the "Depositary's Participants") and to facilitate the
clearance and settlement of transactions in such securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Depositary's Participants include securities brokers and
dealers (including the Initial Purchaser), banks and trust companies, clearing
corporations and certain other organizations. Access to the Depositary's
system is also available to other entities such as banks, brokers, dealers and
trust companies (collectively, the "Indirect Participants" or the
"Depositary's Indirect Participants") that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly.
Persons who are not Participants may beneficially own securities held by or on
behalf of the Depositary only thorough the Depositary's Participants or the
Depositary's Indirect Participants.
The Company expects that pursuant to procedures established by the
Depositary (i) upon deposit of a Global Note, the Depositary will credit the
accounts of designated Participants with portions of the principal amount of
the Global Note and (ii) ownership of the Senior Notes evidenced by the Global
Note will be shown on, and the transfer of ownership thereof will be effected
only through, records maintained by the Depositary (with respect to the
interests of the Depositary's Participants), the Depositary's Participants and
the Depositary's Indirect Participants. Prospective purchasers are advised
that the laws of some states require that certain persons take physical
delivery in definitive form of securities that they own. Consequently, the
ability to transfer Senior Notes evidenced by a Global Note will be limited to
such extent.
So long as a Global Note Holder is the registered owner of any Senior Notes,
the Global Note Holder will be considered the sole Holder under the Indenture
of any Senior Notes evidenced by the Global Note. Beneficial owners of Senior
Notes evidenced by a Global Note will not be considered the owners or Holders
thereof under the Indenture for any purpose, including with respect to the
giving of any directions, instructions or approvals to the Trustee thereunder.
Neither the Company nor the Trustee will have any responsibility or liability
for any aspect of the records of the Depositary or for maintaining,
supervising or reviewing any records of the Depositary relating to the Senior
Notes.
Payments in respect of the principal of, premium, if any, interest, if any,
on any Senior Notes registered in the name of the Global Note Holder on the
applicable record date will be payable by the Trustee to or at the direction
of the Global Note Holder in its capacity as the registered Holder under the
Indenture. Under the terms of the Indenture, the Company and the Trustee may
treat the persons in whose names Senior Notes, including a Global Senior Note,
are registered as the owners thereof for the purpose of receiving such
payments. Consequently, neither the Company nor the Trustee has or will have
any responsibility or liability for the
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payment of such amounts to beneficial owners of Senior Notes. The Company
believes, however, that it is currently the policy of the Depositary to
immediately credit the accounts of the relevant Participants with such
payments, in amounts proportionate to their respective holdings of beneficial
interests in the relevant security as shown on the records of the Depositary.
Payments by the Depositary's Participants and the Depositary's Indirect
Participants to the beneficial owners of Senior Notes will be governed by
standing instructions and customary practice and will be the responsibility of
the Depositary's Participants or the Depositary's Indirect Participants.
Certificated Securities
Subject to certain conditions, any person having a beneficial interest in a
Global Note may, upon request to the Trustee, exchange such beneficial
interest for Senior Notes in the form of Certificated Securities. Upon any
such issuance, the Trustee is required to register such Certificated
Securities in the name of, and cause the same to be delivered to, such person
or persons (or the nominee of any thereof). In addition, if (i) the Company
notifies the Trustee in writing that the Depositary is no longer willing or
able to act as a depositary and the Company is unable to locate a qualified
successor within 90 days or (ii) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of Senior Notes in the
form of Certificated Securities under the Indenture, then, upon surrender by
the Global Note Holder of its Global Note, Senior Notes in such form will be
issued to each person that the Global Note Holder and the Depositary identify
as being the beneficial owner of the related Senior Notes.
Neither the Company nor the Trustee will be liable for any delay by the
Global Note Holder or the Depositary in identifying the beneficial owners of
Senior Notes and the Company and the Trustee may conclusively rely on, and
will be protected in relying on, instructions from the Global Note Holder or
the Depositary for all purposes.
Next Day Settlement and Payment
The Indenture will require that payments in respect of the Senior Notes
represented by a Global Note (including principal, premium, if any, interest
and Liquidated Damages, if any) be made by wire transfer of immediately
available next day funds to the accounts specified by the Global Note Holder.
With respect to Certificated Securities, the Company will make all payments of
principal, premium, if any, interest and Liquidated Damages, if any, by wire
transfer of immediately available next day funds to the accounts specified by
the Holders thereof or, if no such account is specified, by mailing a check to
each such Holder's registered address. The Company expects that secondary
trading in the Certificated Securities will also be settled in immediately
available funds.
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
The Company, the Guarantors and the Initial Purchaser entered into the
Registration Rights Agreement on August 18, 1997. The Registration Statement
was filed with the Commission pursuant to the requirements of the Registration
Rights Agreement. If (i) the Company is not permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law
or Commission policy or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following consummation of the
Exchange Offer that (A) it is prohibited by law or Commission policy from
participating in the Exchange Offer or (B) that it may not resell the Exchange
Notes acquired by it in the Exchange Offer to the public without delivering a
prospectus and this Prospectus is not appropriate or available for such
resales or (C) that it is a broker-dealer and owns Senior Notes acquired
directly from the Company or an affiliate of the Company, the Company will
file with the Commission a Shelf Registration Statement to cover resales of
the Senior Notes by the Holders thereof who satisfy certain conditions
relating to the provision of information in connection with the Shelf
Registration Statement. The Company will use its best efforts to cause such
Shelf Registration Statement to be declared effective as promptly as possible
by the Commission. For purposes of the foregoing, "Transfer Restricted
Securities" means each Senior Note until (i) the date on which such Senior
Note has been exchanged by a person other than a broker-dealer for an Exchange
Note in the Exchange Offer, (ii) following the exchange by a broker-
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dealer in the Exchange Offer of a Senior Note for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of this Prospectus,
(iii) the date on which such Senior Note has been effectively registered under
the Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Senior Note is distributed to the
public pursuant to Rule 144 under the Securities Act.
The Registration Rights Agreement provides that, if obligated to file the
Shelf Registration Statement, the Company will use its best efforts to file
the Shelf Registration Statement with the Commission on or prior to 60 days
after such filing obligation arises and to cause the Shelf Registration
Statement to be declared effective by the Commission on or prior to 120 days
after such obligation arises. If (a) the Company fails to file the Shelf
Registration Statement required by the Registration Rights Agreement on or
before the date specified for such filing, (b) such Shelf Registration
Statement is not declared effective by the Commission on or prior to the date
specified for such effectiveness (the "Effectiveness Target Date"), or (c) the
Shelf Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with resales of Transfer Restricted
Securities during the period specified in the Registration Rights Agreement
(each such event referred to in clauses (a) through (c) above a "Registration
Default"), then the Company will pay Liquidated Damages to each Holder of
Senior Notes, with respect to the first 90-day period immediately following
the occurrence of the first Registration Default in an amount equal to $.05
per week per $1,000 principal amount of Senior Notes held by such Holder. The
amount of the Liquidated Damages will increase by an additional $.05 per week
per $1,000 principal amount of Senior Notes with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Liquidated Damages of $.50 per week per $1,000 principal amount of
Senior Notes. All accrued Liquidated Damages will be paid by the Company to
the Global Note Holder by wire transfer of immediately available funds or by
federal funds check and to Holders of Certificated Securities by wire transfer
to the accounts specified by them or by mailing checks to their registered
addresses if no such accounts have been specified. Liquidated Damages will be
payable at the same time and in the same manner as interest is payable.
Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.
Holders of Senior Notes will be required to deliver information to be used
in connection with the Shelf Registration Statement and to provide comments on
the Shelf Registration Statement within the time periods set forth in the
Registration Rights Agreement in order to have their Senior Notes included in
the Shelf Registration Statement and benefit from the provisions regarding
Liquidated Damages set forth above.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.
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"Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback) other than sales of inventory in the ordinary course of business
consistent with past practices; (provided that the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "--Change of Control" and/or the
provisions described above under the caption "--Merger, Consolidation or Sale
of Assets" and not by the provisions of the Asset Sale covenant), and (ii) the
issue or sale by the Company or any of its Restricted Subsidiaries of Equity
Interests of any of the Company's Restricted Subsidiaries, in the case of
either clause (i) or (ii), whether in a single transaction or a series of
related transactions (a) that have a fair market value in excess of $1.0
million or (b) for net proceeds in excess of $1.0 million. Notwithstanding the
foregoing: (i) a transfer of assets by the Company to a Wholly Owned
Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the
Company or to another Wholly Owned Restricted Subsidiary, (ii) an issuance of
Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to
another Wholly Owned Restricted Subsidiary, and (iii) a Restricted Payment
that is permitted by the covenant described above under the caption "--
Restricted Payments" will not be deemed to be Asset Sales.
"Borrowing Base" means, as of any date, an amount equal to the sum of (i)
sixty-five percent (65%) of the book value of Eligible Inventory, other than
Lay Away Inventory (as such terms are defined in the Senior Credit Facility)
valued on a first-in, first-out basis (at the lower of cost or market), plus
(ii) sixty-five percent (65%) of Lay Away Inventory valued as follows: (unpaid
purchase price / .625) x .50, minus (iii) Reserves (as defined in the Senior
Credit Facility on the Issue Date). To the extent that information is not
available to calculate the amount of Eligible Inventory, Lay Away Inventory or
Reserves, as of a specific date, the Company may utilize the most recent
available information for purposes of calculating the Borrowing Base.
"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.
"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership (whether general or
limited) or limited liability company, partnership or membership interests and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
the issuing Person, other than interests or participations in the nature of
compensation.
"Cash Equivalents" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency
thereof maturing within one year from the date of acquisition thereof, (ii)
commercial paper maturing no more than one year from the date of creation
thereof and having an investment rating of A-2 or P-2 or better from either
Standard & Poor's Corporation or Moody's Investors Service, Inc., (iii) time
deposits, demand deposits and certificates of deposit, maturing no more than
one year from the date of creation thereof, issued by commercial banks
incorporated under the laws of the United States of America, each having
combined capital, surplus and undivided profits of not less than $300,000,000
and having a senior secured rating of "A" or better by a nationally recognized
rating agency (an "A Bank"), (iv) time deposits, maturing no more than 30 days
from the date of creation thereof with an A Bank, and (v) overnight repurchase
obligations issued by an A Bank.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (i) an amount
equal to any extraordinary loss plus any net loss realized in connection with
an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Subsidiaries for such period, to the extent
that such provision for taxes was included in computing such Consolidated Net
Income, plus (iii) consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance
costs and
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original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing
such Consolidated Net Income, plus (iv) depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (including non-cash compensation expenses associated with vesting of
restricted stock or other equity compensation but excluding any non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
expenses were deducted in computing such Consolidated Net Income, minus (v)
non-cash items increasing such Consolidated Net Income for such period, in
each case, on a consolidated basis and determined in accordance with GAAP.
"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof that is a Guarantor, (ii) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the
date of such acquisition shall be excluded, (iii) the cumulative effect of a
change in accounting principles shall be excluded and, (iv) solely with
respect to clause (i) of paragraph (c) of the covenant described in "--
Restricted Payments," the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained), directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or
its stockholders.
"Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such
Person and its Restricted Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the date of the
Indenture in the book value of any asset owned by such Person or a Restricted
Subsidiary of such Person, (y) all Investments as of such date in
unconsolidated Restricted Subsidiaries and in Persons that are not Restricted
Subsidiaries (except, in each case, Permitted Investments), and (z) all
unamortized debt discount and expense and unamortized deferred charges as of
such date, all of the foregoing determined in accordance with GAAP.
"Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the Holder thereof, in whole or in part, on or prior to the
date that is 91 days after the date on which the Senior Notes mature.
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
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"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Senior Credit Facility) in
existence on the date of the Indenture, until such amounts are repaid.
"Fixed Charges" means, with respect to any Person for any period, the sum,
without duplication, of (i) the consolidated interest expense of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period, and (iii) any
interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries (whether or not such
Guarantee or Lien is called upon), and (iv) the product of (a) all dividend
payments, whether or not in cash, on any series of preferred stock of such
Person or any of its Restricted Subsidiaries, other than dividend payments on
Equity Interests payable solely in Equity Interests of the Company, times (b)
a fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.
"Fixed Charge Coverage Ratio" means with respect to any Person and its
Restricted Subsidiaries for any period, the ratio of the Consolidated Cash
Flow of such Person and its Restricted Subsidiaries for such period to the
Fixed Charges of such Person and its Restricted Subsidiaries for such period.
In the event that the Company or any of its Restricted Subsidiaries incurs,
assumes, Guarantees or redeems any Indebtedness (other than revolving credit
borrowings) or issues preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated but prior
to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. In addition, for purposes of
making the computation referred to above, (i) acquisitions that have been made
by the Company or any of its Restricted Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference
period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated without
giving effect to clause (ii) of the proviso set forth in the definition of
Consolidated Net Income, and (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of (including, without limitation, in any Asset Sale)
prior to the Calculation Date, shall be excluded, and (iii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the Calculation Date,
shall be excluded, but only to the extent that the obligations giving rise to
such Fixed Charges will not be obligations of the referent Person or any of
its Restricted Subsidiaries following the Calculation Date.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.
"Guarantors" means each of (i) Subsidiaries of the Company in existence on
the date of the Indenture (except Wilsons (UK) Limited, Wilsons Leather
Gatsair Limited and Wilsons Leather Gatsland Limited) and (ii)
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any other Subsidiary that executes a Subsidiary Guarantee in accordance with
the provisions of the Indenture, and their respective successors and assigns
to the extent not released pursuant to the terms of the Indenture.
"Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.
"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether
or not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof, in the case of any Indebtedness that does
not require current payments of interest, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past
due, in the case of any other Indebtedness.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of the covenant described above under the
caption "--Restricted Payments."
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any
of its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).
"Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of
any non-cash consideration received in any Asset Sale), net of the direct
costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied
to the repayment of Indebtedness (other than the Senior Credit Facility)
secured by a Lien on the asset
97
<PAGE>
or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.
"Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender, and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other
than the Senior Credit Facility) of the Company or any of its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and
(iii) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
"Permitted Business" means any business conducted by the Company or any of
its Subsidiaries on the Issue Date and any other clothing or accessories
retailing or wholesaling business.
"Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned Restricted Subsidiary of the Company that is a Guarantor; (b) any
Investment in Cash Equivalents; (c) any Investment by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the
Company and a Guarantor that is engaged in a Permitted Business, or (ii) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor and
that is engaged in the same or a similar line of business as the Company and
its Restricted Subsidiaries were engaged in on the date of the Indenture; (d)
any Restricted Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with the covenant described above under the caption "--Repurchase at the
Option of Holders--Asset Sales"; (e) any acquisition of assets solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock)
of the Company; and (f) other Investments in any Person having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (f) that are at the
time outstanding, not to exceed $5.0 million.
"Permitted Liens" means (i) Liens securing Obligations of the Company or any
Restricted Subsidiary under the Senior Credit Facility; (ii) Liens in favor of
the Company and liens by any store Subsidiary in favor of Wilsons Leather
Holdings Inc. deemed to arise by reason of the consignment of inventory to
such store Subsidiary; (iii) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do
not extend to any assets other than those of the Person merged into or
consolidated with the Company; (iv) Liens on property existing at the time of
acquisition thereof by the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to the contemplation
of such acquisition; (v) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature including pledges or deposits to secure bids, tender contracts
(other than contracts for the payment of money) or leases incurred in the
ordinary course of business; (vi) Liens to secure Indebtedness (including
Capital Lease Obligations) permitted by clause (iv) of the second paragraph of
the covenant entitled "Incurrence of Indebtedness and Issuance of Preferred
Stock" covering only the assets acquired with such Indebtedness; (vii) Liens
existing on the date of the Indenture; (viii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor;
(ix) zoning restrictions, easements, licenses or other restrictions on the use
of any real estate or other minor irregularities in the title thereto, so long
as the same do not materially impair the use, value
98
<PAGE>
or marketability of such real estate; (x) Liens on assets of Unrestricted
Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries and
(xi) Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that do not
exceed $5.0 million at any one time outstanding and that (a) are not incurred
in connection with the borrowing of money or the obtaining of advances or
credit (other than trade credit in the ordinary course of business) and (b) do
not in the aggregate materially detract from the value of the property or
materially impair the use thereof in the operation of business by the Company
or such Restricted Subsidiary.
"Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than under the Senior Credit Facility, the extension, refinancing,
renewal, replacement, defeasance or refunding of which is governed by the
definition of such term); provided that: (i) the principal amount (or accreted
value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses
incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Senior Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Senior Notes
on terms at least as favorable to the Holders of Senior Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
"Senior Credit Facility" means that certain Senior Credit Facility, dated as
of May 25, 1996, by and among Wilsons Leather Holdings Inc. (as borrower), the
Company and certain of its Subsidiaries (as guarantors) and the lenders party
thereto, providing for up to $150.0 million of revolving credit borrowings and
a $90.0 million letter of credit subfacility (as such amount may be increased
as permitted under the provisions in the Indenture described in "Description
of Senior Notes--Certain Covenants--Issuance of Indebtedness and Preferred
Stock"), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, modified, extended, renewed, refunded, replaced or refinanced from
time to time (including, without limitation, any refinancing in which the
Company replaces Wilsons Leather Holdings Inc. as borrower). Indebtedness
under the Senior Credit Facility outstanding on the date on which Notes are
first issued and authenticated under the Indenture shall be deemed to have
been incurred on such date in reliance on the exception provided by clause (i)
of the second paragraph of the description of the covenant entitled
"Incurrence of Indebtedness and Issuance of Preferred Stock."
"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date hereof.
"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original
99
<PAGE>
documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.
"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).
"Unrestricted Subsidiary" means (i) any Subsidiary (other than WLHI or any
of its parents or any successor to any of them) that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company; (c) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Equity Interests
or (y) to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results; (d) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and (e) has
at least one director on its board of directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries. Any such designation by the
Board of Directors shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions and was permitted by the covenant
described above under the caption "--Certain Covenants--Restricted Payments."
If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under the covenant described under the caption
"Incurrence of Indebtedness and Issuance of Preferred Stock," the Company
shall be in default of such covenant). The Board of Directors of the Company
may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only
be permitted if (i) such Indebtedness is permitted under the covenant
described under the caption "--Certain Covenants--Incurrence of Indebtedness
and Issuance of Preferred Stock," calculated on a pro-forma basis as if such
designation had occurred at the beginning of the four-quarter reference
period, and (ii) no Default or Event of Default would be in existence
following such designation.
"Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall
at the time be owned by such Person and/or by one or more Wholly Owned
Subsidiaries of such Person.
100
<PAGE>
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. This Prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer
in connection with the resales of Exchange Notes received in exchange for
Private Notes where such Private Notes were acquired as a result of market-
making activities or other trading activities. The Company has agreed that,
for a period of up to 180 days after the date of this Prospectus, it will make
this Prospectus, as amended or supplemented, available to any broker-dealer
that requests such document in the Letter of Transmittal for use in connection
with any such resale.
The Company will not receive any proceeds from any sale of Exchange Notes by
broker-dealers or any other persons. Exchange Notes received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Notes. Any broker-dealer that resells Exchange Notes that were
received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Notes
may be deemed to be an "underwriter" within the meaning of the Securities Act
and any profit on any such resale of Exchange Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that,
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The Company has agreed to pay all expenses incident to the Company's
performance of, or compliance with, the Registration Rights Agreement and will
indemnify the holders of Transfer Restricted Securities (including any broker-
dealers), and certain parties related to such holders, against certain
liabilities, including liabilities under the Securities Act.
101
<PAGE>
LEGAL MATTERS
The validity of the Exchange Notes offered hereby and certain other legal
matters will be passed upon for the Company by Faegre & Benson LLP,
Minneapolis, Minnesota.
EXPERTS
The consolidated financial statements of the Company as of February 1, 1997
and for the period from inception (May 26, 1996) to February 1, 1997, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included here in
reliance upon the authority of said firm as experts in giving said report.
The consolidated financial statements of the Predecessor Companies as of
December 31, 1994 and 1995 and for each of the years in the three-year period
ended December 31, 1995 and for the five-month period ended May 25, 1996 have
been included herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-4 under the Securities Act with respect to the Exchange Notes offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in
the Registration Statement. For further information with respect to the
Company and the Exchange Notes offered hereby, reference is made to the
Registration Statement, including the exhibits thereto and the financial
statements, notes and schedules filed as a part thereof. The Company is
subject to the informational requirements of the Exchange Act. The
Registration Statement (and the exhibits and schedules thereto), as well as
the periodic reports and other information filed by the Company with the
Commission, may be inspected and copied at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Room 1400,
75 Park Place, New York, New York 10007 and Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such
materials may be obtained from the Public Reference Section of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and its public reference facilities in New York, New York and Chicago,
Illinois at the prescribed rates. The Commission maintains a web site
(http://www.sec.gov), that contains periodic reports, proxy and information
statements and other information regarding registrants that file documents
electronically with the Commission. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
102
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Independent Auditors' Report.............................................. F-3
Consolidated Balance Sheets............................................... F-4
Consolidated Statements of Operations..................................... F-5
Consolidated Statements of Shareholders' Equity........................... F-6
Consolidated Statements of Cash Flows..................................... F-7
Notes to Consolidated Financial Statements................................ F-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wilsons The Leather Experts Inc.:
We have audited the accompanying consolidated balance sheet of Wilsons The
Leather Experts Inc. (a Minnesota corporation) and Subsidiaries as of February
1, 1997, and the related consolidated statements of operations, shareholders'
equity and cash flows for the period from inception (May 26, 1996) to February
1, 1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wilsons
The Leather Experts Inc. and Subsidiaries as of February 1, 1997, and the
results of their operations and their cash flows for the period from inception
(May 26, 1996) to February 1, 1997 in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
Minneapolis, Minnesota
March 11, 1997 (except with respect to matters discussed in
Note 14 as to which the date is May 27, 1997)
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Wilsons Center, Inc.:
We have audited the accompanying consolidated balance sheets of Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts (a subsidiary of Melville
Corporation) and Subsidiaries as of December 31, 1994 and 1995, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for each of the years in the three-year period ended December 31, 1995
and for the five-month period ended May 25, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 12 to the consolidated financial statements, Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts has been dependent on Melville
Corporation for a significant portion of its working capital financing.
Subsequent to the close of business on May 25, 1996, Melville Corporation sold
Wilsons Center, Inc. to Wilsons The Leather Experts Inc., a newly formed
company owned by members of management of Wilsons Center, Inc. d.b.a. Wilsons
The Leather Experts and other investors.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts and Subsidiaries as of
December 31, 1994 and 1995, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1995
and for the five-month period ended May 25, 1996 in conformity with generally
accepted accounting principles.
As discussed in Note 3 to the consolidated financial statements, Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts adopted Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, effective October 1, 1995.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 19, 1996
F-3
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
--------------------- -----------------------
DECEMBER 31,
---------------------
FEBRUARY 1, AUGUST 2,
1994 1995 1997 1997
---------- ---------- ----------- -----------
(UNAUDITED)
ASSETS
------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.................................................... $ 17,325 $ 14,286 $ 81,553 $ 24,091
Accounts receivable, net..................................................... 7,692 7,618 4,851 7,491
Inventories.................................................................. 102,595 74,899 64,919 87,177
Prepaid expenses............................................................. 3,140 2,317 1,246 819
Deferred income taxes........................................................ 6,776 14,925 -- --
---------- ---------- -------- --------
Total current assets....................................................... 137,528 114,045 152,569 119,578
Property and equipment, net.................................................... 97,216 65,884 17,091 18,711
Goodwill, net of accumulated amortization of $27,468 in 1994................... 152,522 -- -- --
Other assets, net.............................................................. 5,404 462 1,555 1,222
Deferred income taxes.......................................................... -- 1,979 1,173 530
---------- ---------- -------- --------
$392,670 $ 182,370 $172,388 $140,041
========== ========== ======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C> <C>
Current liabilities:
Accounts payable............................................................. $ 18,106 $ 11,728 $ 10,666 $ 12,735
Due to CVS................................................................... 124,245 78,771 -- --
Accrued expenses............................................................. 41,502 52,623 34,517 26,083
Income taxes payable......................................................... 857 5,120 20,345 175
Deferred income taxes........................................................ -- -- 3,243 4,288
---------- ---------- -------- --------
Total current liabilities.................................................. 184,710 148,242 68,771 43,281
Long-term debt................................................................. -- -- 55,811 61,311
Other long-term liabilities.................................................... 6,965 6,538 4,341 1,996
---------- ---------- -------- --------
Commitments and contingencies (Notes 9, 10, 11 and 13)
Shareholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized, 7,405 ($1,000
stated value) shares issued and outstanding on February 1, 1997............. -- -- 7,405 --
Common stock, no par value; 100 shares authorized, issued and outstanding on
December 31, 1994 and 1995.................................................. 146 146 -- --
Common stock, $.01 par value; 45,000,000 shares authorized, 7,650,000 and
9,532,083 shares issued and outstanding on February 1, 1997 and August 2,
1997, respectively.......................................................... -- -- 77 95
Additional paid-in capital................................................... 135,452 135,452 12,501 29,339
Retained earnings (deficit).................................................. 65,397 (108,018) 23,511 4,062
Cumulative translation adjustment............................................ -- 10 (29) (43)
---------- ---------- -------- --------
Total shareholders' equity................................................. 200,995 27,590 43,465 33,453
---------- ---------- -------- --------
$392,670 $ 182,370 $172,388 $140,041
- --------------------------------------------------
========== ========== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-4
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
--------------------------------------------------------------- -----------
PERIOD
FROM
EIGHT INCEPTION
YEARS ENDED DECEMBER 31, FIVE MONTHS ENDED MONTHS (MAY 26,
---------------------------- -------------------- ENDED 1996) TO
MAY 27, MAY 25, JANUARY 27, FEBRUARY 1,
1993 1994 1995 1995 1996 1996 1997
-------- -------- --------- ----------- -------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales....... $478,475 $474,623 $ 462,394 $124,700 $109,640 $ 367,639 $ 345,121
Costs and
expenses:
Cost of goods
sold, buying
and occupancy
costs......... 320,540 329,430 316,946 99,849 86,213 238,558 222,131
Selling,
general and
administrative
expenses...... 120,071 130,227 114,923 45,918 34,868 76,442 75,806
Depreciation
and
amortization.. 20,668 22,273 21,393 9,002 4,722 13,294 994
Restricted
stock
compensation
expense....... -- -- -- -- -- -- 1,485
Restructuring
and asset
impairment
charges....... -- -- 182,184 -- -- 182,184 --
-------- -------- --------- -------- -------- --------- ---------
Income (loss)
from
operations.... 17,196 (7,307) (173,052) (30,069) (16,163) (142,839) 44,705
Interest
expense, net... 5,102 8,393 10,463 3,396 1,581 7,400 5,271
-------- -------- --------- -------- -------- --------- ---------
Income (loss)
before income
taxes......... 12,094 (15,700) (183,515) (33,465) (17,744) (150,239) 39,434
Income tax
provision
(benefit)...... 7,038 (3,109) (10,100) (5,461) (6,603) (4,681) 15,528
-------- -------- --------- -------- -------- --------- ---------
Net income
(loss)........ $ 5,056 $(12,591) $(173,415) $(28,004) $(11,141) $(145,558) $ 23,906
======== ======== ========= ======== ======== ========= =========
Pro forma net income (loss) per common share (Note 2)............ $ 2.49
=========
Weighted average common shares outstanding....................... 9,602,826
=========
<CAPTION>
PREDECESSOR COMBINED
COMPANIES COMPANY COMPANIES COMPANY
----------- --------- ----------- ------------
TWENTY-
SEVENTEEN TEN SEVEN TWENTY-SIX
WEEKS WEEKS WEEKS WEEKS
ENDED ENDED ENDED ENDED
MAY 25, AUGUST 3, AUGUST 3, AUGUST 2,
1996 1996 1996 1997
----------- --------- ----------- ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales....... $ 79,695 $ 28,518 $ 108,213 $ 93,422
Costs and
expenses:
Cost of goods
sold, buying
and occupancy
costs......... 64,737 26,199 90,936 84,222
Selling,
general and
administrative
expenses...... 27,448 13,832 41,280 36,491
Depreciation
and
amortization.. 3,814 2 3,816 942
Restricted
stock
compensation
expense....... -- -- -- 900
Restructuring
and asset
impairment
charges....... -- -- -- --
----------- --------- ----------- ------------
Income (loss)
from
operations.... (16,304) (11,515) (27,819) (29,133)
Interest
expense, net... 1,250 1,148 2,398 1,919
----------- --------- ----------- ------------
Income (loss)
before income
taxes......... (17,554) (12,663) (30,217) (31,052)
Income tax
provision
(benefit)...... (6,561) (4,556) (11,117) (11,208)
----------- --------- ----------- ------------
Net income
(loss)........ $(10,993) $ (8,107) $(19,100) $ (19,844)
=========== ========= =========== ============
Pro forma net income (loss) per common share (Note 2)............ $ (1.98)
============
Weighted average common shares outstanding....................... 10,036,978
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES
-------------------------------------------------------------
COMMON STOCK ADDITIONAL RETAINED CUMULATIVE TOTAL
------------- PAID-IN EARNINGS TRANSLATION SHAREHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) ADJUSTMENT EQUITY
------ ------ ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1992................... 100 $ 146 $135,311 $ 87,066 $ -- $ 222,523
Net income............ -- -- -- 5,056 -- 5,056
Dividends paid to
CVS.................. -- -- -- (10,406) -- (10,406)
---- ----- -------- --------- -------- ---------
Balance, December 31,
1993................... 100 146 135,311 81,716 -- 217,173
Net loss.............. -- -- -- (12,591) -- (12,591)
Dividends paid to
CVS.................. -- -- -- (3,728) -- (3,728)
Capital contributed by
CVS.................. -- -- 141 -- -- 141
---- ----- -------- --------- -------- ---------
Balance, December 31,
1994................... 100 146 135,452 65,397 -- 200,995
Net loss.............. -- -- -- (173,415) -- (173,415)
Currency translation
adjustment........... -- -- -- -- 10 10
---- ----- -------- --------- -------- ---------
Balance, December 31,
1995................... 100 146 135,452 (108,018) 10 27,590
Net loss.............. -- -- -- (11,141) -- (11,141)
Capital contributed by
CVS.................. -- -- 124,000 -- -- 124,000
Currency translation
adjustment........... -- -- -- -- 12 12
Other................. -- -- (141) 139 (10) (12)
---- ----- -------- --------- -------- ---------
Balance, May 25, 1996... 100 $ 146 $259,311 $(119,020) $ 12 $ 140,449
==== ===== ======== ========= ======== =========
</TABLE>
<TABLE>
<CAPTION>
COMPANY
--------------------------------
PREFERRED
STOCK COMMON STOCK
-------------- ----------------
SHARES AMOUNT SHARES AMOUNT
------ ------ --------- ------
<S> <C> <C> <C> <C>
Initial capitalization......................... 7,405 $7,405 7,650,000 $ 77
Net income................................... -- -- -- --
Restricted stock vested...................... -- -- -- --
Accrued preferred stock dividends............ -- -- -- --
Currency translation adjustment.............. -- -- -- --
------ ------ --------- -----
Balance, February 1, 1997...................... 7,405 7,405 7,650,000 77
Net loss (unaudited)......................... -- -- -- --
Series A Preferred exchange.................. (7,405) (7,405) 617,083 6
Initial public offering...................... -- -- 1,265,000 12
Accrued preferred stock dividends............ -- -- -- --
Currency translation adjustment.............. -- -- -- --
------ ------ --------- -----
Balance, August 2, 1997 (unaudited)............ -- $ -- 9,532,083 $ 95
====== ====== ========= =====
</TABLE>
<TABLE>
<CAPTION>
COMPANY
----------------------------------------------
ADDITIONAL CUMULATIVE TOTAL
PAID-IN RETAINED TRANSLATION SHAREHOLDERS'
CAPITAL EARNINGS ADJUSTMENT EQUITY
---------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Initial capitalization
(continued)................... $11,016 $ -- $ -- $ 18,498
Net income................... -- 23,906 -- 23,906
Restricted stock vested...... 1,485 -- -- 1,485
Accrued preferred stock
dividends................... -- (395) -- (395)
Currency translation
adjustment.................. -- -- (29) (29)
------- ------- -------- ---------
Balance, February 1, 1997...... 12,501 23,511 (29) 43,465
Net loss (unaudited)......... -- (19,844) -- (19,844)
Series A Preferred exchange.. 7,399 -- -- --
Initial public offering...... 9,439 -- -- 9,451
Accrued preferred stock
dividends................... -- 395 -- 395
Currency translation
adjustment.................. -- -- (14) (14)
------- ------- -------- ---------
Balance, August 2, 1997
(unaudited)................... $29,339 $ 4,062 $ (43) $ 33,453
======= ======= ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
--------------------------------------------------------------- ---------
<CAPTION>
PREDECESSOR
COMPANIES COMPANY
----------- ---------------------
PERIOD
FROM
EIGHT INCEPTION
YEARS ENDED DECEMBER 31, FIVE MONTHS ENDED MONTHS (MAY 26,
---------------------------- -------------------- ENDED 1996) TO
MAY 27, MAY 25, JANUARY 27, FEBRUARY
1993 1994 1995 1995 1996 1996 1, 1997
------- -------- --------- ----------- -------- ----------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating
activities:
Net income
(loss)......... $ 5,056 $(12,591) $(173,415) $(28,004) $(11,141) $(145,558) $ 23,906
Adjustments to
reconcile net
income (loss)
to net cash
provided by
(used in)
operating
activities--
Restructuring
and asset
impairment
charges....... -- -- 182,184 -- -- 182,184 --
Restructuring
charges
paid.......... -- -- (338) -- (5,958) (1,412) --
Depreciation
and
amortization.. 20,668 22,273 21,393 9,002 4,722 13,294 994
Amortization
of deferred
financing
costs......... -- -- -- -- -- -- 444
Restricted
stock
compensation
expense....... -- -- -- -- -- -- 1,485
Loss on
disposal of
assets........ 5,417 9,899 4,498 3,616 113 882 --
Deferred
income
taxes......... 1,302 (965) (11,233) -- 5,116 (11,233) (4,928)
Changes in
operating
assets and
liabilities,
net of assets
and
liabilities
acquired:
Accounts
receivable,
net.......... (4,224) 4,832 74 4,120 3,395 (430) (941)
Inventories... (11,859) 1,931 27,696 27,070 19,344 5,559 (11,779)
Prepaid
expenses..... 1,979 5,257 669 5,309 5,253 232 (4,740)
Other
noncurrent
assets....... 12 1,668 (196) 12 145 508 --
Accounts
payable and
accrued
expenses..... 4,426 (14,537) (3,167) (26,444) (25,035) 7,809 9,074
Income taxes
payable and
other
liabilities.. (10,765) (5,531) 4,941 (6,204) (11,926) 11,197 20,684
------- -------- --------- -------- -------- --------- --------
Net cash
provided by
(used in)
operating
activities.. 12,012 12,236 53,106 (11,523) (15,972) 63,032 34,199
------- -------- --------- -------- -------- --------- --------
Investing
activities:
Additions to
property,
equipment and
other
noncurrent
assets......... (26,641) (20,720) (10,117) (2,852) (3,566) (7,473) (5,915)
Acquisitions,
net of cash
acquired....... (6,373) -- -- -- -- -- 37,072
------- -------- --------- -------- -------- --------- --------
Net cash
provided by
(used in)
investing
activities.. (33,014) (20,720) (10,117) (2,852) (3,566) (7,473) 31,157
------- -------- --------- -------- -------- --------- --------
Financing
activities:
Change in due
to/from CVS.... 31,054 23,966 (45,474) 9,923 (107,442) (57,826) --
Dividends paid
to CVS......... (10,406) (3,728) -- -- -- -- --
Capital
contributed by
CVS............ -- 141 -- -- 124,000 -- --
Change in book
overdrafts..... 234 11 (554) (10,581) (8,024) 7,245 4,197
Proceeds from
sale of common
and preferred
stock.......... -- -- -- -- -- -- 12,000
------- -------- --------- -------- -------- --------- --------
Net cash
provided by
(used in)
financing
activities.. 20,882 20,390 (46,028) (658) 8,534 (50,581) 16,197
------- -------- --------- -------- -------- --------- --------
Net increase
(decrease) in
cash and cash
equivalents.... (120) 11,906 (3,039) (15,033) (11,004) 4,978 81,553
Cash and cash
equivalents,
beginning of
period......... 5,539 5,419 17,325 17,325 14,286 2,292 --
------- -------- --------- -------- -------- --------- --------
Cash and cash
equivalents,
end of period.. $ 5,419 $ 17,325 $ 14,286 $ 2,292 $ 3,282 $ 7,270 $ 81,553
======= ======== ========= ======== ======== ========= ========
Supplemental
cash flow
information:
Cash paid
during the
period for--
Interest....... $ 4,910 $ 7,865 $ 10,650 $ 3,853 $ 2,035 $ 7,727 $ 1,678
======= ======== ========= ======== ======== ========= ========
Income taxes... $17,545 $ 4,959 $ 1,735 $ 828 $ 208 $ 962 $ 1,008
======= ======== ========= ======== ======== ========= ========
Noncash
investing and
financing
activities--
Liabilities
assumed for
acquisition
of business... $ 3,226 $ -- $ -- $ -- $ -- $ -- $ 46,627
======= ======== ========= ======== ======== ========= ========
Issuance of
long-term
debt.......... $ -- $ -- $ -- $ -- $ -- $ -- $ 55,811
======= ======== ========= ======== ======== ========= ========
Accrued
preferred
stock
dividends..... $ -- $ -- $ -- $ -- $ -- $ -- $ 395
--------------------------------------------------
======= ======== ========= ======== ======== ========= ========
SEVENTEEN TEN TWENTY-SIX
WEEKS WEEKS WEEKS
ENDED ENDED ENDED
MAY 25, AUGUST 3, AUGUST 2,
1996 1996 1997
----------- --------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Operating
activities:
Net income
(loss)......... $(10,993) $(8,107) $(19,844)
Adjustments to
reconcile net
income (loss)
to net cash
provided by
(used in)
operating
activities--
Restructuring
and asset
impairment
charges....... -- -- --
Restructuring
charges
paid.......... (5,957) -- --
Depreciation
and
amortization.. 3,814 2 942
Amortization
of deferred
financing
costs......... -- 111 333
Restricted
stock
compensation
expense....... -- -- 900
Loss on
disposal of
assets........ 184 -- --
Deferred
income
taxes......... 5,115 (4,939) 1,688
Changes in
operating
assets and
liabilities,
net of assets
and
liabilities
acquired:
Accounts
receivable,
net.......... (222) (2,709) (2,640)
Inventories... 14,410 (24,526) (22,258)
Prepaid
expenses..... 114 (4,494) 612
Other
noncurrent
assets....... 4 -- --
Accounts
payable and
accrued
expenses..... (9,689) 2,625 (4,197)
Income taxes
payable and
other
liabilities.. (11,965) 1,180 (17,015)
----------- --------- -----------
Net cash
provided by
(used in)
operating
activities.. (15,185) (40,857) (61,479)
----------- --------- -----------
Investing
activities:
Additions to
property,
equipment and
other
noncurrent
assets......... (3,430) (823) (2,562)
Acquisitions,
net of cash
acquired....... -- 37,072 --
----------- --------- -----------
Net cash
provided by
(used in)
investing
activities.. (3,430) 36,249 (2,562)
----------- --------- -----------
Financing
activities:
Change in due
to/from CVS.... (105,013) -- --
Dividends paid
to CVS......... -- -- --
Capital
contributed by
CVS............ 124,000 -- --
Change in book
overdrafts..... (4,360) 2,051 (2,873)
Proceeds from
sale of common
and preferred
stock.......... -- 12,000 9,452
----------- --------- -----------
Net cash
provided by
(used in)
financing
activities.. 14,627 14,051 6,579
----------- --------- -----------
Net increase
(decrease) in
cash and cash
equivalents.... (3,988) 9,443 (57,462)
Cash and cash
equivalents,
beginning of
period......... 7,270 -- 81,553
----------- --------- -----------
Cash and cash
equivalents,
end of period.. $ 3,282 $ 9,443 $ 24,091
=========== ========= ===========
Supplemental
cash flow
information:
Cash paid
during the
period for--
Interest....... $ 1,580 $ 210 $ 388
=========== ========= ===========
Income taxes... $ 204 $ -- $ 7,420
=========== ========= ===========
Noncash
investing and
financing
activities--
Liabilities
assumed for
acquisition
of business... $ -- $46,927 $ --
=========== ========= ===========
Issuance of
long-term
debt.......... $ -- $55,811 $ --
=========== ========= ===========
Accrued
preferred
stock
dividends..... $ -- $ -- $ (395)
--------------------------------------------------
=========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)
1. NATURE OF ORGANIZATION AND ACQUISITION:
Wilsons The Leather Experts Inc., a Minnesota corporation (Wilsons), was
formed to acquire 100% of the common stock of Wilsons Center, Inc. and its
subsidiaries (the Predecessor Companies prior to the Acquisition) in a
management-led buyout (Acquisition) from CVS New York, Inc., a New York
corporation (CVS; formerly Melville Corporation, the parent company to the
Predecessor Companies). Wilsons and Wilsons Center, Inc. are collectively
referred to as the Company. In May 1996, pursuant to a sale agreement dated
May 24, 1996 between Wilsons and CVS, Wilsons acquired the common stock for
(i) $2 million, (ii) a 10% senior secured subordinated note due December 31,
2000 in the principal amount of $55.8 million, (iii) a warrant to purchase
1,350,000 shares of common stock, (iv) a warrant to purchase 1,080,000 shares
of common stock (reduced by terms of the Restricted Stock Agreement--see Note
9), (v) 4,320,000 shares of common stock, and (vi) 7,405 shares of preferred
stock. As part of the Acquisition, the Leather Investors Limited Partnerships
I and II (LILP) in turn purchased from CVS the 4,320,000 shares of common
stock and the 7,405 shares of Preferred Stock for $10 million.
The Acquisition was accounted for using the purchase method. The basis of
CVS's 15% equity interest in the Predecessor Companies was carried over to its
equity interest in the Company in accordance with Emerging Issues Task Force
discussion 88-16. Accordingly, the purchase price of $67.8 million and CVS's
carryover basis has been allocated on a preliminary basis to the assets
acquired and liabilities assumed based on their estimated fair values. This
resulted in the carrying value of the net assets acquired exceeding the new
basis by approximately $52.5 million, which was applied to reduce the amounts
assigned to property and equipment.
The Company operates a chain of 452 retail stores as of August 2, 1997, all
but two of which are located in the United States, specializing in the retail
sales of leather apparel and accessories. The Company operates under several
formats, including Wilsons The Leather Experts, the traditional business,
specializing in moderately priced merchandise and Tannery West/Georgetown
Leather Design, which provides a more upscale merchandise offering. The
Company also operates airport stores that focus on selling accessories and
holiday stores and seasonal kiosks, primarily during the November and December
peak selling season. The Company is the leading national specialty retailer of
leather apparel and accessories in the United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Consolidated financial statements and footnote disclosures prior to May 26,
1996 relate to the Predecessor Companies before the Acquisition and are not
comparable to the period presented subsequent to the acquisition date due to
the effects of certain purchase accounting adjustments and the acquisition
financing. The accompanying consolidated financial statements include those of
the Company and all of its subsidiaries. All intercompany balances and
transactions between the entities have been eliminated in consolidation.
Year-End
Wilsons' fiscal year ends on the Saturday closest to January 31. The
Predecessor Companies' year-end was December 31.
Interim Financial Statements
The unaudited consolidated financial information for the five-month period
ended May 27, 1995, for the eight-month period ended January 27, 1996 and for
the twenty-seven week period ended August 3, 1996 (derived from unaudited
financial statements of the Predecessor Companies (seventeen weeks ended May
25, 1996) and from audited financial statements of the Company (ten weeks
ended August 3, 1996)) and the twenty-six week
F-8
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
period ended August 2, 1997 has been prepared on the same basis as the audited
consolidated financial statements and, in the opinion of management, includes
all adjustments (consisting only of normal recurring adjustments) necessary to
state fairly the financial information set forth therein. The Company's
business is seasonal and, accordingly, interim results are not indicative of
full-year results.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Sources of Supply
The Company imports most of its products from independent foreign contract
manufacturers located primarily in the Far East. The Company purchases such
foreign sourced inventory in U.S. dollars. In 1996, the Company sourced more
than 60% of its leather apparel and accessories from contract manufacturers
located in The People's Republic of China, which currently has Most Favored
Nation (MFN) trading status with the United States. Loss of MFN status by
China or by any other country from which the Company sources goods could
result in significantly higher leather purchase and production costs for the
Company and, as a result, could negatively impact profitability, sale prices
or demand for leather merchandise. Other risks inherent in foreign sourcing
include economic and political instability, transportation delays and
interruptions, restrictive actions by foreign governments, the laws and
policies of the United States affecting the importation of goods, including
duties, quotas and taxes, trade and foreign tax laws, fluctuations in currency
exchange rates, and the possibility of boycotts or other actions prompted by
foreign labor practices or conditions beyond the Company's control. In
addition, many of the Company's domestic vendors also import a substantial
portion of their merchandise from abroad.
Cash and Cash Equivalents
Cash equivalents consist principally of short-term investments with original
maturities of three months or less and are recorded at cost, which
approximates fair value. The Company's cash management program utilizes zero
balance accounts. Accordingly, all book overdrafts have been reclassified to
current asset or current liability accounts.
Fair Values of Financial Instruments
The carrying value of the Company's current financial assets and
liabilities, because of their short-term nature, approximates fair value. The
carrying value of the Company's long-term debt, related to the recent
financing for the Acquisition, approximates fair value.
Inventories
Inventories, principally finished goods, consist of merchandise purchased
from domestic and foreign vendors and are carried at the lower of cost or
market value, determined by the retail inventory method on the last-in, first-
out (LIFO) basis. The difference in inventories between the LIFO and first-in,
first-out (FIFO) method was not material as of February 1, 1997 and August 2,
1997. The Predecessor Companies determined cost using the retail inventory
method on the FIFO basis.
F-9
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization of
property, equipment and leasehold improvements is computed on a straight-line
basis, generally over the estimated useful lives of the assets ranging from
five to forty years. Property and equipment retired or disposed of are removed
from cost and related accumulated depreciation accounts. Maintenance and
repairs are charged directly to expense as incurred. Major renewals or
replacements are capitalized after making the necessary adjustment to the
asset and accumulated depreciation accounts for the items renewed or replaced.
When changes in circumstances warrant measurement, impairment losses for store
fixed assets are calculated by the Company by comparing projected cash flows
over the lease terms to the asset carrying values.
Debt Issuance Costs
Debt issuance costs are amortized over the terms of the related financing
using the interest method and are included in other assets in the accompanying
consolidated balance sheets.
Goodwill
The excess of acquisition cost over the fair value of net assets acquired
was being amortized on a straight-line basis over periods not exceeding 40
years. In connection with CVS's decision to sell the Predecessor Companies,
all remaining goodwill was written off in the fourth quarter of 1995 (see Note
3).
The Predecessor Companies recorded $4.8 million, $4.8 million and $4.4
million of goodwill amortization for the years ended December 31, 1993, 1994
and 1995, respectively.
During 1994, the Predecessor Companies made the decision to close the
majority of the stores in the Predecessor Companies' Snyder Leather off-price
discount chain. This resulted in a write-off of goodwill of $3.9 million,
which is included in selling, general and administrative expenses.
Store Opening and Closing Costs
New store opening costs are charged to expense as incurred. In the event a
store is planned to close before its lease has expired, the total lease
obligation less sublease income is provided for in the period the decision to
close the store is made.
Advertising Costs
Advertising costs are generally charged to operations in the year incurred.
Layaway Sales
Layaway sales are recorded in full on the date of the layaway transaction.
Allowances for estimated returns and markdowns are established as appropriate.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which those temporary differences are expected
to reverse.
F-10
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Predecessor Companies were included in the consolidated federal income
tax return and, where applicable, group state and local returns of CVS prior
to May 26, 1996 in accordance with a tax sharing agreement with CVS. The tax
sharing agreement allowed for current recognition of benefits for losses and
deferred tax benefits which may only have been realized by CVS in connection
with filing consolidated federal and state returns.
Foreign Currency Translation
The functional currency for the Company's foreign store operations (London,
England) is the applicable local currency. The translation from the applicable
foreign currency to U.S. dollars is performed for balance sheet accounts using
the current exchange rate in effect at the balance sheet date and for revenue
and expense accounts using a weighted average exchange rate during the period.
The gains or losses resulting from such translation were included in
shareholders' equity. Transaction gains and losses are reflected in income.
The Company has not entered into any significant hedging transactions.
Pro Forma Net Income Per Common Share
Pro forma net income per common share is computed by dividing net income by
the weighted average number of common shares outstanding, including the effect
of the exchange of Preferred Stock for common stock (see Note 14), and
dilutive common equivalent shares assumed to be outstanding during each
period. Common equivalent shares consist of dilutive options and warrants to
purchase common stock. However, pursuant to certain rules of the Securities
and Exchange Commission, the calculation also includes equity securities,
including options and warrants, issued within one year of an initial public
offering with an issue price less than the initial public offering price, even
if the effect is anti-dilutive. The treasury stock method was used in
determining the effect of such issuances.
New Accounting Pronouncement
The Company will adopt in the fiscal year ending January 31, 1998, Statement
of Financial Accounting Standards No. 128 "Earnings per Share" (SFAS No. 128),
which was issued in February 1997. SFAS No. 128 requires disclosure of basic
earnings per share (EPS) and diluted EPS, which replaces the existing primary
EPS and fully diluted EPS, as defined by APB No. 15. Basic EPS is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the year. Dilutive EPS is computed similar to EPS as
previously reported provided that, when applying the treasury stock method to
common equivalent shares, the Company must use its average share price for the
period rather than the more dilutive greater of the average share price or
end-of-period share price required by APB No. 15.
Reclassifications
Certain reclassifications have been made to the consolidated financial
statements of the prior years to conform to the 1996 presentation.
3. RESTRUCTURING AND ASSET IMPAIRMENT CHARGES:
On October 24, 1995, CVS announced a comprehensive restructuring plan,
including the planned sale of the Predecessor Companies. As a result, the
Predecessor Companies recorded a pre-tax restructuring charge of $134.3
million to reflect the anticipated costs associated with closing approximately
100 of the Predecessor Companies' stores and the write-off of goodwill and
other intangibles. The permanent impairment decision was based upon an
analysis of the historical operating results and anticipated selling price of
the Predecessor
F-11
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Companies, an investment banking firm's analysis of comparable companies'
selling prices, current market multiples and discounted future cash flows of
the Predecessor Companies. Stores impacted by the plan represented $49.9
million in sales and $6.9 million in operating losses in 1995 and $4.5 million
in sales and $0.8 million in operating losses for the five-month period ended
May 25, 1996. In connection with the plan, approximately 600 store employees
were to be terminated. As of February 1, 1997, approximately 590 store
employees have been terminated. The significant components of the
restructuring charge and the reserves remaining at December 31, 1995 were as
follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES
-------------------------
FOR THE YEAR
ENDED AS OF
DECEMBER 31, DECEMBER 31,
1995 1995
------------ ------------
<S> <C> <C>
Goodwill and other intangibles write-offs..... $112,361 $ --
Lease obligations and asset write-offs for
store and other facility closings............ 21,121 8,000
Severance..................................... 476 448
Other......................................... 378 179
-------- ------
Total..................................... $134,336 $8,627
======== ======
</TABLE>
The reserves remaining at May 25, 1996 were retained by CVS as part of the
Acquisition.
Effective October 1, 1995, the Predecessor Companies adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" and recorded a pre-tax asset impairment charge of $47.9
million related to the write-off of fixed and intangible assets on all stores
that had generated negative cash flow in 1994. Certain of these assets relate
to stores which were closed and the assets that were disposed of on a future
store closing date subsequent to October 1, 1995. These assets accounted for
$37.7 million of the asset impairment charge.
4. ACCOUNTS RECEIVABLE:
Accounts receivable consisted of the following (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
COMPANIES COMPANY
----------------- -----------------------
DECEMBER 31,
----------------- FEBRUARY 1, AUGUST 2,
1994 1995 1997 1997
-------- ------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Layaway receivables.............................................................. $ 15,904 $ 6,214 $ 6,118 $ 8,019
Trade receivables................................................................ 3,320 5,226 2,425 4,003
Other receivables................................................................ 1,918 1,206 875 312
-------- ------- -------- --------
21,142 12,646 9,418 12,334
Less:
Layaway return reserves........................................................ (12,000) (4,000) (3,365) (4,400)
Allowance for doubtful accounts................................................ (1,450) (1,028) (1,202) (443)
-------- ------- -------- --------
Total..................................................................... $ 7,692 $ 7,618 $ 4,851 $ 7,491
======== ======= ======== ========
</TABLE>
F-12
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. PROPERTY AND EQUIPMENT:
Property and equipment consisted of the following (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
COMPANIES COMPANY
------------------ -----------------------
DECEMBER 31,
------------------ FEBRUARY 1, AUGUST 2,
1994 1995 1997 1997
-------- -------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Land............................................................................ $ 1,340 $ 1,340 $ 1,340 $ 1,340
Buildings and improvements...................................................... 10,799 4,693 778 786
Equipment and furniture......................................................... 99,903 74,363 15,048 16,732
Leasehold improvements.......................................................... 60,565 46,332 919 1,764
-------- -------- ------- -------
Total....................................................................... 172,607 126,728 18,085 20,622
Less: Accumulated depreciation and amortization................................. (75,391) (60,844) (994) (1,911)
-------- -------- ------- -------
Total....................................................................... $ 97,216 $ 65,884 $17,091 $18,711
======== ======== ======= =======
6. ACCRUED EXPENSES:
Accrued expenses consisted of the following (in thousands):
<CAPTION>
PREDECESSOR
COMPANIES COMPANY
------------------ -----------------------
DECEMBER 31,
------------------ FEBRUARY 1, AUGUST 2,
1994 1995 1997 1997
-------- -------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Taxes other than Federal and state income taxes................................. $ 11,843 $ 12,062 $ 7,334 $ 6,278
Salaries and compensated absences............................................... 4,667 8,158 4,131 3,027
Current portion of lease obligations for closed stores.......................... 126 8,032 2,678 2,712
Advertising..................................................................... 4,670 5,072 4,328 230
Other........................................................................... 20,196 19,299 16,046 13,836
-------- -------- ------- -------
Total....................................................................... $ 41,502 $ 52,623 $34,517 $26,083
--------------------------------------------------
======== ======== ======= =======
</TABLE>
7. LONG-TERM DEBT:
As part of the Acquisition, the Company issued a $55.8 million senior
secured subordinated note (the Note) to CVS. Interest was accrued annually at
10% on $55 million of the Note and was payable on the maturity date of the
Note at December 31, 2000. The remaining $0.8 million of the Note was
noninterest-bearing and was payable on the Note's maturity date. The Note was
collateralized by substantially all assets of the Company and was subordinate
to borrowings under the revolving credit agreement. The Note was repurchased
by the Company on August 18, 1997 (see Note 15).
In conjunction with the Acquisition, the Company obtained a $150 million
revolving credit agreement (the Revolver) with certain banks, which extends
through May 24, 1999 and includes a $90 million letter of credit subfacility.
The Revolver is collateralized by substantially all assets of the Company.
Interest on cash borrowings under the Revolver is at the bank reference rate
plus 0%-1.25%, or LIBOR plus 1.75%-2.75%. The interest rate is dependent upon
the amount and term of the borrowings as well as the Company's earnings before
income taxes/cash interest coverage ratio for the trailing four quarters. The
Company pays a monthly fee equal to .375% per annum on the unused amount of
the Revolver and on that portion of the
F-13
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
first $10.0 million in borrowings that bears interest at prime plus 0%-.875%.
During the twenty-six week period ended August 2, 1997 there were no cash
borrowings under the Revolver, and as of August 2, 1997, $43.9 million in
letters of credit were outstanding.
The Note and the Revolver contain covenants, which among other things,
restrict the ability of the Company to, above certain thresholds, incur
indebtedness; to make capital expenditures, acquisitions, investments, stock
redemptions and dispositions of assets; and to pay dividends. The Revolver
also requires the Company to maintain certain financial covenants. At February
1, 1997, the Company was in compliance with all covenants of the Note and the
Revolver.
Prior to the Acquisition, the Predecessor Companies' operations were funded
primarily by CVS (see Note 12).
8. INCOME TAXES:
The income tax provision (benefit) is comprised of the following (in
thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
---------------------------------- -----------
PERIOD FROM
FIVE INCEPTION
YEARS ENDED DECEMBER MONTHS (MAY 26,
31, ENDED 1996) TO
------------------------ MAY 25, FEBRUARY 1,
1993 1994 1995 1996 1997
------ ------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Current:
Federal............................................................. $5,333 $(2,869) $ 1,137 $(11,731) $ 17,642
State............................................................... 981 (1,286) 608 -- 2,814
Deferred.............................................................. 724 1,046 (11,845) 5,128 (4,928)
------ ------- -------- -------- --------
Total............................................................. $7,038 $(3,109) $(10,100) $ (6,603) $ 15,528
====== ======= ======== ======== ========
</TABLE>
Reconciliations of the U.S. federal statutory income tax rate to the
effective tax rate are as follows:
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
----------------------------- -----------
PERIOD FROM
FIVE INCEPTION
YEARS ENDED MONTHS (MAY 26,
DECEMBER 31, ENDED 1996) TO
------------------- MAY 25, FEBRUARY 1,
1993 1994 1995 1996 1997
---- ----- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
U.S. federal statutory income tax (benefit) rate ........................... 35.0% (35.0)% (35.0)% (35.0)% 35.0%
Goodwill amortization....................................................... 13.4 19.8 29.4 -- --
State income taxes, net of federal tax effect............................... 9.3 (5.0) -- (2.3) 3.0
Other, net.................................................................. 0.5 0.4 0.1 0.1 1.4
---- ----- ----- ----- --------
Effective tax rate...................................................... 58.2% (19.8)% (5.5)% (37.2)% 39.4%
==== ===== ===== ===== ========
</TABLE>
F-14
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the deferred tax asset and liability were as follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
COMPANIES COMPANY
---------------- -----------
DECEMBER 31,
---------------- FEBRUARY 1,
1994 1995 1997
------- ------- -----------
<S> <C> <C> <C>
Deferred tax asset:
Inventories............................................................................. $ 2,545 $ 327 $ --
Property and equipment.................................................................. 687 11,835 --
Accrued liabilities..................................................................... 3,785 4,501 3,649
Net operating loss carryforwards........................................................ 1,678 1,678 3,587
Other................................................................................... -- 241 491
------- ------- --------
8,695 18,582 7,727
Less--Valuation allowance............................................................... (1,678) (1,678) --
------- ------- --------
Total................................................................................. 7,017 16,904 7,727
------- ------- --------
Deferred tax liability:
Layaway and sales return reserve........................................................ 1,121 -- 347
Inventories............................................................................. -- -- 7,264
Property and equipment.................................................................. -- -- 1,981
Other................................................................................... 225 -- 205
------- ------- --------
Total................................................................................. 1,346 -- 9,797
------- ------- --------
Net deferred tax asset (liability).................................................... $ 5,671 $16,904 $ (2,070)
--------------------------------------------------
======= ======= ========
</TABLE>
As of December 31, 1995, the Predecessor Companies had a federal net
operating loss carryforward of $4.8 million expiring in the year 2002 which
was available to offset future taxable income in the retail subsidiaries that
generated the loss. A valuation allowance was provided for the full amount of
the deferred tax benefit related to this carryforward.
No valuation allowance was provided by the Company as it anticipates it will
be able to utilize the benefits of the net deferred tax asset during future
periods.
9. CAPITAL STOCK:
Common Stock
The Company's Amended Articles of Incorporation provide that all shares of
common stock, regardless of class, will automatically be converted into an
equal number of shares of common stock of a single class without class
designation (the Conversion) without any action by any holder thereof
immediately upon the occurrence of the closing of the first public offering by
the Company of shares of common stock of the Company registered under the
Securities Act. On June 2, 1997, upon completion of the initial public
offering (see Note 14), all shares of all classes of common stock were
converted to a single class of common stock. After the Conversion, such shares
of common stock have equal rights in all respects, including the right to one
vote per share of common stock for all matters submitted to holders of common
stock for a vote. However, each shareholder that is subject to the shareholder
agreement dated May 25, 1996 agrees to vote all of the voting shares of common
stock held by such shareholder in favor of the election to the Board of
Directors (the Board) of two individuals who shall
F-15
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
be nominated by a vote of a majority of the outstanding shares of common stock
held by the Employees and their Permitted Transferees (as defined in the
shareholder agreement) and, upon the vote of a majority of the outstanding
shares of common stock held by the Employees and their Permitted Transferees,
to remove or replace such directors, until the earlier of (i) the completion
of an underwritten public offering with gross proceeds of at least $20 million
or (ii) the general termination of the shareholder agreement, which
termination will be no later than May 25, 1998.
Holders of the Class A common stock and Class B common stock (including
holders of the Restricted Stock--as defined below) and all other common stock
(other than Class C common stock) will have one vote on all matters submitted
to shareholders for each share outstanding in the name of such holder on the
books of the Company. Except as required by law, the Class C common stock will
have no voting rights. Each share of common stock (including holders of the
Restricted Stock) will be entitled to share in dividends (when and if such
dividends are declared and paid) and liquidation distributions ratably with
all other shares of common stock then outstanding.
As long as shares of Class B common stock are outstanding, (i) the Board of
Directors (the Board) will consist of not more than five members, (ii) the
holders of the Class B common stock, exclusively and voting as a single class,
will be entitled, by a vote of a majority of the outstanding shares of Class B
common stock, to elect two directors to the Board (requirement is eliminated
upon the Company's completion of a $20 million or greater initial public
offering), and (iii) the holders of the Class A common stock, Class B common
stock and all other common stock (except Class C common stock), exclusively
and voting as a single class without regard to whether such common stock is
Class A common stock, Class B common stock or any other common stock (except
Class C common stock), will be entitled, by a vote of a majority of the sum of
the outstanding shares of Class A common stock, Class B common stock and all
other common stock (except Class C common stock) held by such holders, to
elect three of the directors to the Board. All the outstanding Class B and
Class C common stock was purchased by management for $.60 per share.
All shares of Class C common stock will automatically be converted into an
equal number of shares of Class B common stock without any action by any
holder thereof at such time as the number of shares of Class A common stock
over which selected shareholders shall, directly or indirectly as partners in
a partnership or a limited partnership or otherwise, have the power to vote be
reduced to less than 4,275,000 (appropriately adjusted to reflect stock
splits, dividends or combinations, reorganizations, consolidations and similar
changes hereafter effected).
As of February 1, 1997, 4,320,000, 2,925,000 and 405,000 shares of Class A,
Class B and Class C common stock, respectively, were issued and outstanding.
In conjunction with the Acquisition, certain members of management of the
Company purchased 1,080,000 shares of common stock with restrictions (the
Restricted Stock) at $.60 per share under a restricted stock agreement (the
Restricted Stock Agreement). The Restricted Stock vests over a five-year
performance period based on the Company achieving certain performance targets,
the paydown of the Note (see Note 7) or the occurrence of other defined
events, pursuant to the Restricted Stock Agreement. As of February 1, 1997,
the Company recorded $1,485,000 in compensation expense based on the number of
shares (198,018) earned pursuant to the Restricted Stock Agreement. See Note
15.
Preferred Stock
The Series A preferred stock (Series A Preferred) will not have voting
rights, except as required by law or as set forth below. Without the
affirmative vote of the holders of at least a majority of the shares of Series
A Preferred at the time outstanding, the Company is generally prohibited from
(i) issuing additional shares of
F-16
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
preferred stock on parity with or superior to the Series A Preferred, (ii)
declaring or paying dividends or making any other distribution on any shares
of capital stock of the Company at any time created and issued ranking junior
to the Series A Preferred, or (iii) amending the Articles of Incorporation of
the Company so as to materially alter any existing provision relating to the
terms of the Series A Preferred or waive any of the rights granted to the
holders of the Series A Preferred by the Articles of Incorporation of the
Company or otherwise alter the rights or preferences of the Series A
Preferred. See Note 14 for discussion regarding the Series A Preferred
exchange.
After the repayment in full of the Note plus accrued interest thereon (the
date of which such repayment is made being hereinafter referred to as the Note
Repayment Date), the Series A Preferred will be entitled to receive, when and
as duly declared by the Board in the manner provided in the Articles of
Incorporation, cash dividends at the annual rate of $80 per share
(appropriately adjusted to reflect stock splits, dividends or combinations,
reorganizations, consolidations and similar changes hereafter effected) from
the date of issuance of such Series A Preferred, which dividends will be
cumulative (whether or not there shall be funds of the Company legally
available for the payment of such dividends) and will accrue (whether or not
earned or declared) from the date of issuance of such shares of Series A
Preferred, and, to the extent accrued and unpaid as of May 31 of any year,
will be payable before any dividends on any shares of common stock shall be
declared or paid or set apart for payment during the 12 months following such
May 31. As of February 1, 1997 and as of May 3, 1997, the Company has accrued
$395,000 and $543,000, respectively, in dividends. See Note 14 for discussion
regarding the Series A Preferred exchange.
In the event of an involuntary or voluntary liquidation or dissolution of
the Company at any time, the holders of shares of Series A Preferred will be
entitled to receive out of the assets of the Company an amount equal to $1,000
per share (appropriately adjusted to reflect stock splits, dividends or
combinations, reorganizations, consolidations and similar changes hereafter
effected), plus all per-share dividends unpaid and accumulated or accrued
thereon (whether or not earned or declared) to the date of such distribution,
prior to any common stock distributions.
The Company also has authorized 9,985,000 shares of undesignated, $.01 par
preferred stock of which no shares are issued or outstanding as of February 1,
1997.
Warrants
As part of the Acquisition, the Company issued to CVS a warrant to purchase
1,350,000 Class A shares at an exercise price of $.60 per share (the CVS
Warrant). The CVS Warrant is immediately exercisable and remains exercisable
until the tenth anniversary of the date of grant.
The Company also issued to CVS a warrant to purchase 1,080,000 Class A
shares at an exercise price of $.60 per share (the Manager Warrant). The
Manager Warrant lapsed upon the repurchase of the Note on August 18, 1997. See
Note 15.
10. STOCK OPTIONS:
During June 1996, Wilsons adopted the 1996 Stock Option Plan (the Plan),
pursuant to which options to acquire an aggregate of 1,000,000 shares of the
Company's common stock may be granted. The Plan is administered by a
compensation committee which has the discretion to determine the number and
purchase price of shares subject to stock options, the term of each option,
and the time or times during its term when the option becomes exercisable. As
of August 2, 1997, the Company has granted options on 197,900 shares.
The Company accounts for the Plan under APB Opinion No. 25, under which no
compensation cost has been recognized. Had compensation cost for the Plan been
determined consistent with Statement of Financial
F-17
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the
Company's net income and earnings per share would have been reduced to the
following pro forma amounts for the period from inception (May 26, 1996) to
February 1, 1997:
<TABLE>
<S> <C> <C>
Net income (in thousands): As reported $23,906
Pro forma 23,734
Net income per common share: As reported $ 2.49
Pro forma 2.47
</TABLE>
During 1996, the Company granted 199,980 options which vest over a three
year period, no options were exercised or expired, and 17,280 options were
forfeited during the period from inception (May 26, 1996) to February 1, 1997.
The weighted average fair value of the options granted was $4.40. The fair
value of each option granted is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used: risk-free interest rate of 6.4%, no expected dividend
yields, expected life of three years, and expected volatility of 53.5%.
During the twenty-six week period ended August 2, 1997 the Company granted
26,000 options and 10,800 options were forfeited.
11. EMPLOYEE BENEFIT PLANS:
401(k) Profit Sharing Plan
The Company has a defined contribution 401(k) profit sharing plan for
eligible employees which is qualified under sections 401(a) and 401(k) of the
Internal Revenue Code of 1986. Employees are entitled to make tax-deferred
contributions of up to 15% of their eligible compensation (10% for those
employees whose compensation in the previous year exceeded $55,000). For
employees who have worked less than three years, the Company matches 25% of
contributions, up to a maximum of 4% of the employee's eligible compensation.
For employees who have worked more than three years, the Company matches 50%
of contributions up to a maximum of 4% of the employee's eligible
compensation. The Company may also, at its discretion, make a profit sharing
contribution to the 401(k) Plan for each plan year. The Company's
contributions vest after five years of service, or at age 65 regardless of
service, or upon the death of the employee.
The Predecessor Companies' contributions to the 401(k) profit sharing plan
were $0.7 million, $0.6 million, $0.6 million, $0.3 million, $1.0 million,
$0.3 million and $1.0 million for the years ended December 31, 1993, 1994 and
1995, for the five months ended May 27, 1995 and May 25, 1996, for the eight
months ended January 27, 1996 and for the seventeen weeks ended May 25, 1996,
respectively. The Company's contributions to the 401(k) profit sharing plan
were $1.1 million, $0.1 million and $0.3 million for the period from inception
(May 26, 1996) to February 1, 1997, from inception (May 26, 1996) to August 3,
1996 and for the twenty-six weeks ended August 2, 1997, respectively.
Employee Stock Ownership Plan
The Predecessor Companies' employees participated in CVS's Employee Stock
Ownership Plan (ESOP). The ESOP was a defined contribution plan for all
employees meeting certain eligibility requirements. The Company elected not to
provide for a similar plan for its employees after the Acquisition.
Compensation expense of $2.1 million, $1.4 million, $2.0 million, $0.1
million, $0.2 million, $2.0 million and $0.2 million was recognized during the
years ended December 31, 1993, 1994 and 1995, for the five months ended May
27, 1995 and May 25, 1996, for the eight months ended January 27, 1996 and for
the seventeen weeks ended May 25, 1996.
F-18
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. TRANSACTIONS WITH CVS:
The Predecessor Companies' operations were funded primarily by CVS. Under an
agreement with CVS, the Predecessor Companies received cash necessary to fund
their daily operations. The Predecessor Companies were dependent on CVS to
provide a significant portion of their working capital financing. The weighted
average interest rate on borrowings from CVS for the years ended December 31,
1993, 1994 and 1995, the five months ended May 27, 1995 and May 25, 1996, for
the eight months ended January 27, 1996 and for the seventeen weeks ended May
25, 1996, was 3.3%, 4.7%, 6.4%, 5.6%, 5.8%, 6.2% and 5.7%, respectively. Prior
to the Acquisition, in anticipation of the sale, CVS contributed $124 million
to the Predecessor Companies, which was reflected as a capital contribution in
the accompanying consolidated financial statements.
CVS allocated administrative expenses and employee benefits to the
Predecessor Companies. Allocations were based on the Predecessor Companies'
ratable share of expense paid by CVS on behalf of the Predecessor Companies
for combined programs. The total costs allocated to the Predecessor Companies
for the years ended December 31, 1993, 1994 and 1995, for the five months
ended May 27, 1995 and May 25, 1996, for the eight months ended January 27,
1996 and for the seventeen weeks ended May 25, 1996, were $1.3 million, $1.3
million, $1.5 million, $0.6 million, $0.5 million, $1.0 million and $0.4
million, respectively, and are included in selling, general and administrative
expenses.
CVS Realty Company, Inc., a subsidiary of CVS, guaranteed the payment of the
lease obligations of certain stores operated by the Predecessor Companies and
charged a fee for that service. These fees are included in selling, general
and administrative expenses and amounted to $0.6 million, $0.7 million, $0.7
million, $0.3 million, $0.3 million, $0.5 million and $0.2 million for the
years ended December 31, 1993, 1994 and 1995, for the five months ended May
27, 1995 and May 25, 1996, for the eight months ended January 27, 1996 and for
the seventeen weeks ended May 25, 1996, respectively.
13. COMMITMENTS AND CONTINGENCIES:
Leases
The Company has noncancelable operating leases, primarily for retail stores,
which expire through 2007. A limited number of the leases contain renewal
options for periods ranging from four to six years. These leases generally
require the Company to pay costs, such as real estate taxes, common area
maintenance costs and contingent rentals, based on sales. Net rental expense
for all operating leases was as follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES COMPANY
--------------------------------------------------------- -------------
PERIOD FROM
YEARS ENDED DECEMBER EIGHT INCEPTION
31, FIVE MONTHS ENDED MONTHS (MAY 26, 1996)
----------------------- ------------------- ENDED TO
MAY 27, MAY 25, JANUARY 27, FEBRUARY 1,
1993 1994 1995 1995 1996 1996 1997
------- ------- ------- ----------- ------- ----------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Minimum rentals......... $38,724 $43,268 $42,894 $ 17,436 $14,917 $ 28,598 $ 26,972
Contingent rentals...... 1,893 1,368 1,092 353 449 942 1,924
------- ------- ------- -------- ------- -------- ---------
40,617 44,636 43,986 17,789 15,366 29,540 28,896
Less--Sublease rentals.. -- -- (18) -- (122) (24) (207)
------- ------- ------- -------- ------- -------- ---------
Total............... $40,617 $44,636 $43,968 $ 17,789 $15,244 $ 29,516 $ 28,689
======= ======= ======= ======== ======= ======== =========
</TABLE>
F-19
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
As of February 1, 1997, the future rental payments due under operating
leases and future minimum sublease rental income, excluding lease obligations,
for closed stores were as follows (in thousands):
<TABLE>
<S> <C>
Fiscal years ending:
1998.......................................................... $ 30,941
1999.......................................................... 27,483
2000.......................................................... 23,960
2001.......................................................... 20,552
2002.......................................................... 16,608
Thereafter...................................................... 29,935
--------
Total....................................................... $149,479
========
Total future minimum sublease rental income..................... $ 1,511
========
</TABLE>
As of February 1, 1997, a significant number of the existing lease
obligations continue to be guaranteed by CVS. Any leases entered into
subsequent to the Acquisition will no longer be guaranteed by CVS.
Litigation
The Company is involved in various legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the Company's
consolidated financial position and results of operations.
Pursuant to the sale agreement, CVS has agreed to indemnify the Company for
certain claims. For certain other claims, CVS's indemnification liability is
limited to claims in the aggregate which exceed $1.2 million but not to exceed
$12 million.
Guarantees
As of February 1, 1997 and August 2, 1997, the Company had outstanding
letters of credit of approximately $7.9 million and $43.9 million,
respectively, (see Note 7) which were primarily used to guarantee foreign
purchase orders.
Purchase Commitments
The Company has a contingent liability with respect to an unconditional
contractual obligation for the purchase of supplies. The Company had a
commitment to purchase $0.5 million and $0.4 million of these supplies on an
as-needed basis as of February 1, 1997 and August 2, 1997, respectively. Total
payments under this agreement, which was entered into in 1994, were $1.8
million, $1.6 million, $0.9 million, $0.5 million, $0.8 million, $0.9 million,
$0.4 million, $0.1 million and $0.4 million for the years ended December 31,
1994 and 1995, for the five months ended May 27, 1995 and May 25, 1996, for
the eight months ended January 27, 1996, for the period from inception (May
26, 1996) to February 1, 1997, for the seventeen weeks ended May 25, 1996, for
the period from inception (May 26, 1996) to August 3, 1996 and for the twenty-
six weeks ended August 2, 1997, respectively.
14. REVERSE STOCK SPLIT, INITIAL PUBLIC OFFERING AND EXCHANGE OF STOCK:
On October 11, 1996, the Company declared a .9-for-1 reverse split of common
stock which has been retroactively reflected in the accompanying consolidated
financial statements as if the split had occurred as of inception (May 26,
1996).
F-20
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
On May 27, 1997, the Securities and Exchange Commission declared effective
the Company's Registration Statement on Form S-1 relating to the initial
public offering of 1,100,000 units. In addition, the Underwriter exercised its
over-allotment option to purchase 165,000 units. Each unit consisted of one
share of common stock and one redeemable warrant to purchase one share of
common stock for $13.50 per share. The Company received net proceeds of
approximately $9.5 million after payment of related underwriting discount and
offering costs. The proceeds from this proposed public offering will be used
to reduce future seasonal borrowings under the Revolver and to fund working
capital and capital expenditures.
As of May 27, 1997, the holders of the 7,405 shares of Series A Preferred
exchanged their entire holdings of such shares for common stock at an exchange
rate of $12.00 per share. In connection with such exchange, the holders of the
Series A Preferred waived their rights to receive any accrued dividends in
respect of such Series A Preferred.
15. OFFERING OF SENIOR NOTES (UNAUDITED):
On August 18,1997, the Company completed a private offering of $75.0 million
of 11 1/4% Series A senior notes due 2004 (Senior Notes) to certain qualified
institutional buyers. Interest on the Senior Notes is payable semi-annually in
arrears on February 15 and August 15 of each year, commencing on February 15,
1998. The Senior Notes mature on August 15, 2004, unless previously redeemed,
and the Company is not required to make any mandatory redemption or sinking
fund payment prior to maturity. The Senior Notes are general unsecured
obligations of the Company and rank senior in right of payment to all existing
and future subordinated indebtedness of the Company and rank pari passu in
right of payment with all other current and future unsubordinated indebtedness
of the Company. The Indenture governing the Senior Notes contains numerous
operating covenants that limit the discretion of management with respect to
certain business matters, and which place significant restrictions on, among
other things, the ability of the Company to incur additional indebtedness, to
create liens or other encumbrances, to declare or pay any dividend, to make
certain payments or investments, loans and guarantees and to sell or otherwise
dispose of assets and merge or consolidate with another entity. The Company
used $56.5 million of the net proceeds from the offering to repurchase the
outstanding senior secured subordinated Note issued to CVS in connection with
the Acquisition. The balance of the net proceeds, approximately $15.6 million,
will be used for general corporate purposes, including capital expenditures
and additional store openings.
In conjunction with the offering of Senior Notes on August 18, 1997, the
remaining 881,982 shares of Restricted Stock vested. The Company will be
required to record an additional non-cash compensation charge in the quarter
ended November 1, 1997 of $8.5 million related to such shares which is equal
to the difference between the fair market value of the Restricted Stock on the
date the shares vested, which was $10.25 per share, and the original purchase
price of the Restricted Stock, which was $.60 per share. $900,000 of such
additional charge was recorded in the twenty-six weeks ended August 2, 1997.
F-21
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
INDEX TO PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Pro Forma Consolidated Balance Sheet....................................... P-3
Notes to Pro Forma Consolidated Balance Sheet.............................. P-4
Pro Forma Consolidated Statements of Operations............................ P-5
Notes to Pro Forma Consolidated Statements of Operations................... P-8
</TABLE>
P-1
<PAGE>
PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following pro forma unaudited consolidated financial information
consists of Pro Forma Unaudited Consolidated Statements of Operations for the
year ended February 1, 1997 and for the twenty-six weeks ended August 2, 1997
and the twenty-seven weeks ended August 3, 1996 and a Pro Forma Unaudited
Consolidated Balance Sheet as of August 2, 1997. The Pro Forma Unaudited
Consolidated Financial Statements give effect to: (i) the Restructuring and
the Acquisition accounted for under the purchase method; (ii) the initial
public offering of common stock and redeemable warrants (Units); and (iii) the
issuance of the Senior Notes (the Senior Notes Offering) and the application
of the net proceeds therefrom. The Pro Forma Unaudited Consolidated Statements
of Operations give effect to such transactions and events as if they had
occurred on January 28, 1996 (except for the Restructuring which is reflected
as of the date it occurred). The Pro Forma Unaudited Consolidated Balance
Sheet gives effect to such transactions and events as if they had occurred on
August 2, 1997.
As part of the Restructuring, the Company closed 156 stores during 1995 and
1996 and wrote off goodwill and certain other non-productive assets, recorded
certain lease obligations and adopted the provisions of SFAS No. 121 in 1995.
The Pro Forma Unaudited Consolidated Statements of Operations give effect to
certain adjustments related to the Restructuring, including: (i) elimination
of the results of operations for the portion of the 156 stores not closed
until 1996 which included only direct costs associated with the stores; and
(ii) reflection of the associated tax effects.
The Pro Forma Unaudited Consolidated Statements of Operations also give
effect to certain adjustments related to the Acquisition, including: (i)
reduction of depreciation expense through the effect of purchase accounting
adjustments; (ii) reduction in interest expense attributable to the
elimination of all prior indebtedness owed to CVS and increase in interest
expense attributable to the Acquisition financing; and (iii) reflection of the
associated tax effects of the above transactions.
The Pro Forma Unaudited Consolidated Financial Statements give effect to the
sale by the Company of 1,265,000 Units (including 165,000 Units issued upon
the exercise of the underwriter's over-allotment option), each Unit consisting
of one share of common stock and one redeemable warrant, in its initial public
offering consummated on June 2, 1997. The Company received net proceeds of
$9.5 million after payment of related underwriting discount and offering
costs. The Pro Forma Unaudited Consolidated Statements of Operations give
effect to the reduction in interest expense attributable to the portion of the
Revolving Credit Facility which would have been paid off with the net proceeds
of the initial public offering.
The Pro Forma Unaudited Consolidated Statements of Operations do not reflect
the nonrecurring, pre-tax gain of $6.3 million on the early extinguishment of
the CVS Note upon consummation of the Senior Notes Offering. The Pro Forma
Unaudited Consolidated Balance Sheet gives effect to this extraordinary gain,
net of tax effect, for the early repurchase of debt.
The Pro Forma Unaudited Consolidated Financial Statements and accompanying
notes should be read in conjunction with the consolidated financial statements
and notes thereto appearing elsewhere in this Prospectus. The Pro Forma
Unaudited Consolidated Financial Statements do not purport to represent what
the results of operations of Wilsons would actually have been if the
aforementioned transactions or events had occurred on January 28, 1996 or on
August 2, 1997 or at any future date.
P-2
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF AUGUST 2, 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA
OFFERING
COMPANY ADJUSTMENTS PRO FORMA
--------------------------------------------
<S> <C> <C> <C>
A S S E T S
-----------
Current Assets:
Cash and cash equivalents.......$ 24.1 $ 72.1 (/1/) $ 39.8
(56.4)(/2/)
Accounts receivable, net........ 7.5 -- 7.5
Inventories..................... 87.2 -- 87.2
Prepaid expenses................ 0.8 -- 0.8
--------- ----------- ----------
Total current assets.......... 119.6 15.7 135.3
Property and equipment, net....... 18.7 -- 18.7
Deferred financing costs, net of
accumulated amortization......... 1.2 2.9 (/1/) 4.1
Deferred income taxes............. 0.5 -- 0.5
--------- ----------- ----------
$ 140.0 $ 18.6 $ 158.6
========= =========== ==========
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
- ----------------------------------------------------------------
Current liabilities:
Accounts payable................$ 12.7 $ -- $ 12.7
Accrued expenses................ 26.1 (0.9)(/4/) 25.2
Income taxes payable............ 0.2 2.5 (/3/) 2.7
Deferred income taxes........... 4.3 -- 4.3
--------- ----------- ----------
Total current liabilities..... 43.3 1.6 44.9
--------- ----------- ----------
Long-term debt:
Due to CVS...................... 61.3 (61.3)(/2/) --
Accrued interest on CVS Note.... 1.2 (1.2)(/2/) --
Senior Notes due 2004........... -- 75.0 (/1/) 75.0
--------- ----------- ----------
Total long-term debt.......... 62.5 12.5 75.0
Other long-term liabilities....... 0.8 -- 0.8
--------- ----------- ----------
Shareholders' equity:
Common stock, $.01 par value;
45,000,000 shares authorized,
9,532,083 shares issued and
outstanding.................... 0.1 -- 0.1
Additional paid-in capital...... 29.3 8.5 (/4/) 37.8
Retained earnings (deficit)..... 4.1 3.8 (/3/) 0.1
(7.8)(/4/)
Cumulative translation
adjustment..................... (0.1) -- (0.1)
--------- ----------- ----------
Total shareholders' equity.... 33.4 4.5 37.9
--------- ----------- ----------
$ 140.0 $ 18.6 $ 158.6
========= =========== ==========
</TABLE>
P-3
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
AUGUST 2, 1997
(1) Reflects net proceeds received from the Senior Notes Offering and before
estimated use of proceeds. Individual adjustments consist of (in
millions):
<TABLE>
<S> <C>
Senior Notes offered hereby........................................... $75.0
Deferred financing fees and Offering costs............................ (2.9)
-----
$72.1
=====
</TABLE>
(2) Reflects use of net proceeds from the Senior Notes Offering. Individual
adjustments consist of (in millions):
<TABLE>
<S> <C>
Repayment of CVS Note:
Principal balance.................................................. $(61.3)
Accrued interest................................................... (1.4)
Tender offer discount.............................................. 6.3
------
$(56.4)
======
</TABLE>
(3) Reflects the extraordinary gain on the early extinguishment of debt, net
of tax (assuming a 40% effective tax rate). These net charges will be
reflected in the Company's consolidated statement of operations as an
extraordinary item when the Senior Notes Offering is consummated. The
components of the gain consist of (in millions):
<TABLE>
<S> <C>
Tender offer discount.................................................. $6.3
Less: income tax effect................................................ 2.5
----
Net effect on retained earnings...................................... $3.8
====
</TABLE>
(4) Reflects the compensation expense relating to the remaining shares of the
Restricted Stock vesting upon consummation of the Senior Notes Offering.
The compensation charge is computed based on the fair market value of the
Company's common stock (the fair market value as of August 18, 1997 being
$10.25) and the original purchase price of $0.60 per share. The total
compensation charge for the vesting of the remaining shares of Restricted
Stock as of August 2, 1997 is approximately $8.5 million. $900,000 of such
charge was recorded in the twenty-six weeks ended August 2, 1997.
P-4
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED FEBRUARY 1, 1997
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA FOR
THE
PRO FORMA RESTRUCTURING,
PRO FORMA INITIAL ACQUISITION
RESTRUCTURING AND PUBLIC AND INITIAL PRO FORMA
COMBINED ACQUISITION OFFERING PUBLIC OFFERING
COMPANIES (/1/) ADJUSTMENTS (/2/) ADJUSTMENTS OFFERING ADJUSTMENTS
--------------- ----------------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net sales................... $ 424.8 $ (2.2) $ -- $ 422.6 $ --
Costs and expenses:
Cost of goods sold, buying
and occupancy costs...... 286.9 (1.7) -- 285.2 --
Selling, general and
administrative expenses.. 103.2 (0.8) -- 102.4 --
Depreciation and
amortization............. 4.8 (3.4)(/3/) -- 1.4 --
Restricted stock
compensation expense..... 1.5 -- -- 1.5 8.5 (/7/)
--------- ---------- -------- ---------- --------
Income (loss) from
operations............. 28.4 3.7 -- 32.1 (8.5)
Interest expense, net....... 6.5 1.3 (/4/) (0.3)(/6/) 7.5 2.8 (/8/)
--------- ---------- -------- ---------- --------
Income (loss) before
income taxes........... 21.9 2.4 0.3 24.6 (11.3)
Income tax provision
(benefit).................. 9.0 0.7 (/5/) 0.1 (/5/) 9.8 (0.5)(/5/)
--------- ---------- -------- ---------- --------
Net income (loss)....... $ 12.9 $ 1.7 $ 0.2 $ 14.8 $ (10.8)
========= ========== ======== ========== ========
Net income per common
share......................
Weighted average common
shares outstanding.........
OTHER DATA:
Adjusted EBITDA (/1//0/).. $ 34.7 $ 0.3 $ -- $ 35.0 $ --
<CAPTION>
PRO FORMA
----------------
<S> <C>
Net sales................... $ 422.6
Costs and expenses:
Cost of goods sold, buying
and occupancy costs...... 285.2
Selling, general and
administrative expenses.. 102.4
Depreciation and
amortization............. 1.4
Restricted stock
compensation expense..... 10.0
----------------
Income (loss) from
operations............. 23.6
Interest expense, net....... 10.3
----------------
Income (loss) before
income taxes........... 13.3
Income tax provision
(benefit).................. 9.3
----------------
Net income (loss)....... $ 4.0
================
Net income per common
share...................... $ 0.37
================
Weighted average common
shares outstanding......... 10,867,826(/9/)
================
OTHER DATA:
Adjusted EBITDA (/1//0/).. $ 35.0
</TABLE>
P-5
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 2, 1997
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
FOR THE
PRO FORMA PRO FORMA RESTRUCTURING,
RESTRUCTURING INITIAL ACQUISITION
AND PUBLIC AND INITIAL PRO FORMA
ACQUISITION OFFERING PUBLIC OFFERING
COMPANY ADJUSTMENTS(/2/) ADJUSTMENTS OFFERING ADJUSTMENTS PRO FORMA
------- ---------------- ----------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 93.4 $ -- $ -- $ 93.4 $ -- $ 93.4
Costs and expenses:
Cost of goods sold,
buying and occupancy
costs................ 84.2 -- -- 84.2 -- 84.2
Selling, general and
administrative
expenses............. 36.5 -- -- 36.5 -- 36.5
Depreciation and
amortization......... 0.9 -- -- 0.9 -- 0.9
Restricted stock
compensation
expense.............. 0.9 -- -- 0.9 (0.9)(/7/) --
------ --------- -------- ---------- -------- ----------
Income (loss) from
operations......... (29.1) -- -- (29.1) 0.9 (28.2)
Interest expense, net... 1.9 -- -- 1.9 1.5 (/8/) 3.4
------ --------- -------- ---------- -------- ----------
Loss before income
taxes.............. (31.0) -- -- (31.0) (0.6) (31.6)
Income tax benefit...... (11.2) -- -- (11.2) (1.4)(/5/) (12.6)
------ --------- -------- ---------- -------- ----------
Net income (loss)... $(19.8) $ -- $ -- $ (19.8) $ 0.8 $ (19.0)
====== ========= ======== ========== ======== ==========
Net loss per common
share.................. $ (1.74)
==========
Weighted average common
shares outstanding..... 10,893,709 (/9/)
==========
OTHER DATA:
Adjusted EBITDA
(/1//0/)............. $(27.3) $ -- $ -- $ (27.3) $ -- $ (27.3)
</TABLE>
P-6
<PAGE>
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWENTY-SEVEN WEEKS ENDED AUGUST 3, 1996
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
FOR THE
PRO FORMA RESTRUCTURING,
PRO FORMA INITIAL ACQUISITION
RESTRUCTURING AND PUBLIC AND INITIAL PRO FORMA
PREDECESSOR ACQUISITION OFFERING PUBLIC OFFERING
COMPANIES ADJUSTMENTS (/2/) ADJUSTMENTS OFFERING ADJUSTMENTS PRO FORMA
----------- ----------------- ----------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net sales............... $ 108.2 $ (2.2) $ -- $ 106.0 $ -- $ 106.0
Costs and expenses:
Cost of goods sold,
buying and occupancy
costs................ 90.9 (1.7) -- 89.2 -- 89.2
Selling, general and
administrative
expenses............. 41.3 (0.8) -- 40.5 -- 40.5
Depreciation and
amortization......... 3.8 (3.4)(/3/) -- 0.4 -- 0.4
Restricted stock
compensation
expense.............. -- -- -- -- 10.0 (/7/) 10.0
-------- ---------- -------- ---------- -------- ----------
Income (loss) from
operations......... (27.8) 3.7 -- (24.1) (10.0) (34.1)
Interest expense, net... 2.4 1.0(/4/) -- 3.4 1.5 (/8/) 4.9
-------- ---------- -------- ---------- -------- ----------
Income (loss) before
income taxes....... (30.2) 2.7 -- (27.5) (11.5) (39.0)
Income tax provision
(benefit).............. (11.1) 0.8(/5/) -- (10.3) (1.3)(/5/) (11.6)
-------- ---------- -------- ---------- -------- ----------
Net income (loss)... $ (19.1) $ 1.9 $ -- $ (17.2) $ (10.2) $ (27.4)
======== ========== ======== ========== ======== ==========
Net loss per common
share.................. $ (2.52)
==========
Weighted average common
shares outstanding..... 10,893,709(/9/)
==========
OTHER DATA:
Adjusted
EBITDA(/1//0/)....... $ (24.0) $ 0.3 $ -- $ (23.7) $ -- $ (23.7)
</TABLE>
P-7
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED FEBRUARY
1, 1997 AND THE TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 AND TWENTY-SEVEN WEEKS
ENDED AUGUST 3, 1996
(1) Reflects the combination of results of operations of the Predecessor
Companies for the period from January 28, 1996 to May 25, 1996 and the
results of operations of the Company for the period from inception (May
26, 1996) to February 1, 1997.
(2) Reflects the elimination of the results of operations for the portion of
the 156 stores not closed until 1996 including all direct costs
associated with the stores. No corporate overhead or allocated selling
expenses were eliminated.
(3) Reflects the reduction of depreciation expense due to the write-down of
depreciable property to $12.1 million through the application of purchase
accounting.
(4) Reflects the reduction in interest expense attributable to the
elimination of all prior indebtedness owed by the Predecessor Companies
to CVS and certain capital contributions by CVS which resulted in Wilsons
having $85.0 million in working capital upon the closing of the
Acquisition (less Acquisition-related expenses). Also reflects an
increase in interest expense arising from the $55.8 million CVS Note from
the Acquisition financing, the interest rate on the Senior Credit
Facility, and the associated amortization for the related deferred
financing costs.
<TABLE>
<CAPTION>
YEAR ENDED TWENTY-SEVEN WEEKS
FEBRUARY 1, ENDED AUGUST 3,
1997 1996
----------- ------------------
(IN MILLIONS)
<S> <C> <C>
Elimination of interest expense related to
the repayment of intercompany
indebtedness and additional capital
contribution, net of the higher interest
rate on the Senior Credit Facility at an
average rate of 9.5%..................... $ (4.9) $ (2.1)
Additional interest expense related to the
CVS Note................................. 5.5 2.8
Amortization of deferred financing costs.. .7 0.3
-------- ----------
$ 1.3 $ 1.0
======== ==========
</TABLE>
(5) Represents adjustments to reconcile income taxes to an effective income
tax rate of 40% after the effect of the nondeductible restricted stock
compensation expense, where applicable.
(6) Reflects the elimination of the interest expense on the portion of the
Senior Credit Facility which would have been paid off with the net
proceeds of the initial public offering.
(7) Reflects the compensation expense relating to the remaining shares of the
Restricted Stock vesting upon consummation of the Senior Notes Offering.
The compensation charge is computed based on the fair market value of the
Company's common stock (the fair market value as of August 18, 1997 at
$10.25) and the original purchase price of $0.60 per share. The total
compensation charge for the vesting of all shares of Restricted Stock is
approximately $10.0 million. Also reflects the elimination of the
Restricted Stock compensation expense in the twenty-six weeks ended
August 2, 1997 as such vesting is assumed to have occurred on January 28,
1996.
P-8
<PAGE>
(8) Reflects the change in interest expense related to the Offering (in
millions):
<TABLE>
<CAPTION>
TWENTY-SIX TWENTY-SEVEN
PRINCIPAL AMOUNT YEAR ENDED WEEKS ENDED WEEKS ENDED
OF DEBT FEBRUARY 1, 1997 AUGUST 2, 1997 AUGUST 3, 1996
---------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C>
Pro forma interest ex-
pense:
Senior Notes at an
assumed
rate of 11 1/4%...... $ 75.0 $ 8.4 $ 4.2 $ 4.2
Senior Credit
Facility............. 0.5 -- --
Letters of credit..... 0.5 0.2 0.2
Other................. 0.5 0.3 0.3
----------- -------- ---------
Cash interest
expense.............. 9.9 4.7 4.7
Amortization of
deferred financing
costs................ 1.1 0.5 0.5
----------- -------- ---------
Total pro forma interest
expense................ 11.0 5.2 5.2
Less: historical
interest............... 8.2 3.7 3.7
----------- -------- ---------
Total pro forma interest
adjustment............. $ 2.8 $ 1.5 $ 1.5
=========== ======== =========
</TABLE>
(9) Includes the 1,265,000 shares of common stock sold in the initial public
offering and 617,083 shares of common stock issued upon the Series A
Preferred exchange.
(10) EBITDA represents income (loss) from operations, plus depreciation and
amortization. Adjusted EBITDA represents EBITDA plus Restricted Stock
compensation expense and Restructuring and asset impairment charges.
EBITDA and Adjusted EBITDA are not intended to represent cash flow from
operations as defined by GAAP and should not be considered as an
alternative to cash flow or as a measure of liquidity or as an
alternative to net earnings as indicative of operating performance.
Adjusted EBITDA is included herein because management believes that
certain investors find it a useful tool for measuring the Company's
ability to service its debt.
P-9
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THIS EXCHANGE OFFER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTA-
TIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SECURITIES BY ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS OR THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 5
Risk Factors............................................................. 19
The Exchange Offer....................................................... 26
The Acquisition.......................................................... 34
Use of Proceeds.......................................................... 34
Capitalization........................................................... 35
Selected Historical and Pro Forma Consolidated Financial and Other Data.. 36
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 39
Business................................................................. 51
Management............................................................... 63
Security Ownership of Certain Beneficial Owners and Management........... 68
Certain Transactions..................................................... 69
Description of Senior Credit Facility.................................... 74
Certain Federal Income Tax Considerations................................ 75
Description of Senior Notes.............................................. 76
Plan of Distribution..................................................... 101
Legal Matters............................................................ 102
Experts.................................................................. 102
Available Information.................................................... 102
Index to Consolidated Financial Statements............................... F-1
Index to Pro Forma Unaudited Consolidated Financial Statements........... P-1
</TABLE>
UNTIL , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECU-
RITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DE-
LIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UN-
SOLD ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOGO
$75,000,000
OFFER TO EXCHANGE ITS
11 1/4% SERIES B SENIOR NOTESDUE 2004
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR
ANY AND ALL OF ITS OUTSTANDING 11 1/4% SERIES A SENIOR NOTES DUE 2004
-------------------
PROSPECTUS
-------------------
, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article V of the Company's By-laws, the Company indemnifies its
directors and officers to the extent permitted by Minnesota Statutes Section
302A.521. Section 302A.521 requires the Company to indemnify a person made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlement, and reasonable expenses, including attorneys' fees and
disbursements, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (1) has not been indemnified by
another organization or employee benefit plan for the same judgments,
penalties, fines, including without limitation excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (2) acted in good faith; (3) received no improper personal benefit,
and statutory procedure has been followed in the case of any conflict of
interest by a director; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition in certain instances. A decision as to
required indemnification is made by a majority of the disinterested Board of
Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of disinterested directors, by special legal
counsel, by the disinterested shareholders, or by a court.
The Company also maintains a director and officer insurance policy to cover
the Company, its directors and certain of its officers against certain
liabilities.
The directors and officers of the Guarantors are provided broad
indemnification by the laws of their respective states of incorporation, their
corporate charters or their By-laws. Such directors and officers are also
covered by the director and officer insurance policy referred to above.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
2.1 Sale Agreement dated as of May 24, 1996 by and among CVS
New York, Inc., Wilsons Center, Inc., and Wilsons The
Leather Experts Inc. (1)
3.1 Amended Articles of Incorporation of the Registrant dated
May 24, 1996. (1)
3.2 Restated By-laws of the Registrant. (2)
3.3 Articles of Amendment of Amended Articles of Incorporation
of the Registrant dated October 11, 1997. (3)
3.4 Articles of Incorporation of Wilsons Leather Holdings Inc.
3.5 By-laws of Wilsons Leather Holdings Inc.
3.6 Articles of Incorporation, and all amendments thereto, of
Wilsons Center, Inc.
3.7 By-laws of Wilsons Center, Inc.
3.8 Articles of Incorporation, and all amendments thereto, of
Rosedale Wilsons, Inc.
3.9 Amended and Restated By-laws of Rosedale Wilsons, Inc.
3.10 Articles of Incorporation, and all amendments thereto, of
River Hills Wilsons, Inc.
3.11 Amended and Restated By-laws of River Hills Wilsons, Inc.
3.12 Certificate of Incorporation, and all amendments thereto,
of Bermans The Leather Experts Inc.
3.13 Amended and Restated By-laws of Bermans The Leather Ex-
perts Inc.
3.14 Articles of Incorporation, and all amendments thereto, of
Wilsons House of Suede, Inc.
3.15 Amended and Restated Bylaws of Wilsons House of Suede,
Inc.
3.16 Articles of Incorporation of Wilsons Tannery West, Inc.
3.17 Amended and Restated Bylaws of Wilsons Tannery West, Inc.
3.18 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Alabama Inc.
3.19 Amended and Restated Bylaws of Wilsons Leather of Alabama
Inc.
3.20 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of Connecticut Inc.
3.21 Amended and Restated Bylaws of Wilsons Leather of Connect-
icut Inc.
3.22 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Florida Inc.
3.23 Amended and Restated Bylaws of Wilsons Leather of Florida
Inc.
3.24 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Georgia Inc.
3.25 Amended and Restated Bylaws of Wilsons Leather of Georgia
Inc.
3.26 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Indiana Inc.
3.27 Amended and Restated Bylaws of Wilsons Leather of Indiana
Inc.
3.28 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Iowa Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
3.29 Amended and Restated Bylaws of Wilsons Leather of Iowa
Inc.
3.30 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Louisiana Inc.
3.31 Amended and Restated Bylaws of Wilsons Leather of Louisi-
ana Inc.
3.32 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Maryland Inc.
3.33 Amended and Restated Bylaws of Wilsons Leather of Maryland
Inc.
3.34 Articles of Organization, and all amendments thereto, of
Wilsons Leather of Massachusetts Inc.
3.35 Amended and Restated Bylaws of Wilsons Leather of Massa-
chusetts Inc.
3.36 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Michigan Inc.
3.37 Amended and Restated Bylaws of Wilsons Leather of Michigan
Inc.
3.38 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of New Jersey Inc.
3.39 Amended and Restated Bylaws of Wilsons Leather of New Jer-
sey Inc.
3.40 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of New York Inc.
3.41 Amended and Restated Bylaws of Wilsons Leather of New York
Inc.
3.42 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of North Carolina Inc.
3.43 Amended and Restated Bylaws of Wilsons Leather of North
Carolina Inc.
3.44 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Ohio Inc.
3.45 Amended and Restated Regulations of Wilsons Leather of
Ohio Inc.
3.46 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Pennsylvania Inc.
3.47 Amended and Restated Bylaws of Wilsons Leather of Pennsyl-
vania Inc.
3.48 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Rhode Island Inc.
3.49 Amended and Restated Bylaws of Wilsons Leather of Rhode
Island Inc.
3.50 Charter, and all amendments thereto, of Wilsons Leather of
Tennessee Inc.
3.51 Amended and Restated Bylaws of Wilsons Leather of Tennes-
see Inc.
3.52 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Texas Inc.
3.53 Amended and Restated Bylaws of Wilsons Leather of Texas
Inc.
3.54 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Virginia Inc.
3.55 Amended and Restated Bylaws of Wilsons Leather of Virginia
Inc.
3.56 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of West Virginia Inc.
3.57 Amended and Restated Bylaws of Wilsons Leather of West
Virginia Inc.
3.58 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Wisconsin Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
3.59 Amended and Restated Bylaws of Wilsons Leather of Wiscon-
sin Inc.
3.60 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Arkansas Inc.
3.61 Amended and Restated Bylaws of Wilsons Leather of Arkansas
Inc.
3.62 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of Delaware Inc.
3.63 Amended and Restated By-laws of Wilsons Leather of Dela-
ware Inc.
3.64 Articles of Incorporation of Wilsons Leather of Missis-
sippi Inc.
3.65 By-laws of Wilsons Leather of Mississippi Inc.
3.66 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Missouri Inc.
3.67 Amended and Restated Bylaws of Wilsons Leather of Missouri
Inc.
3.68 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of South Carolina Inc.
3.69 Amended and Restated Bylaws of Wilsons Leather of South
Carolina Inc.
3.70 Articles of Association, and all amendments thereto, of
Wilsons Leather of Vermont Inc.
3.71 Amended and Restated Bylaws of Wilsons Leather of Vermont
Inc.
3.72 Articles of Incorporation of Wilsons International Inc.
3.73 By-laws of Wilsons International Inc.
4.1 Specimen of Common Stock certificate. (4)
4.2 Warrant No. 1 issued to CVS New York, Inc. for the Pur-
chase of 1,350,000 shares of Common Stock of Wilsons The
Leather Experts Inc., dated May 25, 1996. (1)
4.3 Indenture dated as of August 18, 1997, by and among
Wilsons The Leather Experts Inc., the other corporations
listed on the signature pages thereof, and Norwest Bank
Minnesota, National Association, including Specimen Cer-
tificate of 11% Series A Senior Notes due 2004 (the "Pri-
vate Notes") and Specimen Certificate of 11% Series B Se-
nior Notes due 2004 (the "Exchange Notes"). (5)
4.4 Underwriter Warrants.
4.5 Shareholder Agreement dated as of May 25, 1996 among
Leather Investors Limited Partnership I, Leather Invest-
ors Limited Partnership II, the Other Investors Named on
the Signature Pages thereto and Wilsons The Leather Ex-
perts Inc. (1)
4.6 Amendment to the Shareholder Agreement among Leather In-
vestors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signa-
ture Pages thereto and Wilsons The Leather Experts Inc.
(1)
4.7 Amendment to the Shareholder Agreement among Leather In-
vestors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signa-
ture Pages thereto and Wilsons The Leather Experts Inc.
(6)
4.8 Registration Rights Agreement dated as of May 25, 1996, by
and among CVS New York, Inc., Wilsons The Leather Experts
Inc., the Managers Listed on the Signature Pages thereto,
Leather Investors Limited Partnership I and the Partners
Listed on the Signature Pages thereto. (1)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
4.10 Redeemable Warrant Agreement, including form of Redeemable
Warrant Certificate.
4.11 Amendment to the Shareholder Agreement among Leather In-
vestors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signa-
ture Pages thereto and Wilsons The Leather Experts Inc.
4.12 Purchase Agreement dated as of August 14, 1997, by and
among Wilsons The Leather Experts Inc., the Subsidiary
Guarantors party thereto, and BancAmerica Securities,
Inc. (7)
4.13 Registration Rights Agreement dated as of August 18, 1997
by and among Wilsons The Leather Experts Inc., the Sub-
sidiary Guarantors party thereto, and BancAmerica Securi-
ties, Inc. (8)
5.1 Opinion of Faegre & Benson LLP.
8.1 Opinion of Faegre & Benson LLP regarding Federal Income
Tax Consequences.
10.1 Parent Guaranty dated as of May 25, 1996, by Wilsons The
Leather Experts Inc., Wilsons Center, Inc., Rosedale
Wilsons, Inc. and River Hills Wilsons, Inc. in favor of
General Electric Capital Corporation. (9)
10.2 Wilsons The Leather Experts Inc. Executive and Key Manage-
ment Incentive Plan. (1)
10.3 Wilsons The Leather Experts Inc. 401(k) Plan. (1)
10.4 Employment Agreement dated as of May 25, 1996 between
Wilsons The Leather Experts Inc. and Joel N. Waller. (1)
10.5 Employment Agreement dated as of May 25, 1996 between
Wilsons The Leather Experts Inc. and David L. Rogers. (1)
10.6 Credit Agreement dated as of May 25, 1996 among Wilsons
Leather Holdings Inc., as Borrower, the Lenders signatory
thereto from time to time, as Lenders, and General Elec-
tric Capital Corporation, as Agent, Lender and Swing Line
Lender. (1)
10.7 Security Agreement dated as of May 25, 1996 by Wilsons
Leather Holdings Inc. and the other grantors listed on
the signature pages thereto, in favor of General Electric
Capital Corporation, in its capacity as Agent for Lend-
ers. (1)
10.8 Security Agreement dated as of May 25, 1996 by Wilsons
Leather Holdings Inc. and the other grantors listed on
the signature pages thereto, in favor of CVS New York,
Inc. (1)
10.9 Store Guarantors' Guaranty dated as of May 25, 1996, by
Bermans The Leather Experts, Inc., Wilsons House of
Suede, Inc., Wilsons Tannery West, Inc., the Georgetown
Subsidiaries that are signatories thereto and the Indi-
vidual Store Subsidiaries that are signatories thereto,
in favor of General Electric Capital Corporation. (10)
10.10 Wilsons The Leather Experts Inc. Amended 1996 Stock Option
Plan. (4)
10.11 Amendment No. 1 to Credit Agreement. (4)
10.12 Amendment No. 2 to Credit Agreement. (4)
10.13 Amendment No. 3 to Credit Agreement. (11)
10.14 Amendment No. 1 to Security Agreement. (12)
10.15 Stock Exchange Agreement. (13)
10.16 Pledge Agreement, dated as of May 25, 1996, between
Wilsons The Leather Experts Inc. and CVS New York, Inc.
(14)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
10.17 Pledge Agreement, dated as of May 25, 1996, between
Wilsons Center, Inc. and CVS New York, Inc. (14)
10.18 Pledge Agreement, dated as of May 25, 1996, between
Rosedale Wilsons, Inc. and CVS New York, Inc. (14)
10.19 Pledge Agreement, dated as of May 25, 1996, between River
Hills Wilsons, Inc. and CVS New York, Inc. (14)
10.20 Amendment No. 1 to Pledge Agreement dated as of December
19, 1996, between River Hills Wilsons, Inc. and CVS New
York, Inc. (14)
10.21 Pledge Agreement, dated as of May 25, 1996, between
Wilsons The Leather Experts Inc. and General Electric
Capital Corporation, individually and as agent for the
lenders signatory to the Credit Agreement. (14)
10.22 Pledge Agreement, dated as of May 25, 1996, between
Wilsons Center, Inc. and General Electric Capital Corpo-
ration, individually and as agent for the lenders signa-
tory to the Credit Agreement. (14)
10.23 Pledge Agreement, dated as of May 25, 1996, between
Rosedale Wilsons, Inc. and General Electric Capital Cor-
poration, individually and as agent for the lenders sig-
natory to the Credit Agreement. (14)
10.24 Pledge Agreement, dated as of May 25, 1996, between River
Hills Wilsons, Inc. and General Electric Capital Corpora-
tion, individually and as agent for the lenders signatory
to the Credit Agreement. (14)
10.25 Amendment No. 4 to Credit Agreement. (15)
10.26 Repurchase Agreement dated as of August 13, 1997, by and
between Wilsons The Leather Experts Inc. and CVS New
York, Inc. (16)
10.27 Amendment No. 2 to Pledge Agreement dated as of July 31,
1997, between River Hills Wilsons, Inc. and General Elec-
tric Capital Corporation. (17)
10.28 Joinder Agreement dated as of July 31, 1997, by and be-
tween Wilsons International Inc. and General Electric
Capital Corporation. (18)
10.29 Reaffirmation of Guaranty dated as of July 31, 1997, by
Wilsons The Leather Experts Inc., Wilsons Center, Inc.,
Rosedale Wilsons, Inc. and River Hills Wilsons, Inc., in
favor of General Electric Capital Corporation. (19)
11.1 Computation of per share income. (20)
12.1 Computation of ratios.
21.1 Subsidiaries of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Faegre & Benson LLP (included in Exhibits No.
5.1 and 8.1 to the Registration Statement).
24.1 Powers of Attorney of officers and directors of the Compa-
ny.
24.2 Powers of Attorney of officers and directors of the Guar-
antors.
25.1 Statement of Eligibility of Trustee.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
27.1 Financial Data Schedule. (20)
99.1 Letter of Transmittal and related documents to be used in
conjunction with the Exchange Offer.
99.2 Notice of Guaranteed Delivery.
99.3 Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.4 Letter to Brokers, Dealers, Commercial Banks, Trust Compa-
nies and other Nominees.
99.5 Letter to Clients.
</TABLE>
- --------
Share figures above have been adjusted for the 0.9-for-1 reverse stock
split that was effected on October 11, 1996.
(1) Incorporated by reference to the same numbered exhibit to the Company's
Registration Statement on Form S-1 (333-13967) filed with the Securities
and Exchange Commission (the "Commission") on October 11, 1996.
(2) Incorporated by reference to Exhibit No. 3.4 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on December 24, 1996.
(3) Incorporated by reference to Exhibit No. 3.5 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on April 18, 1997.
(4) Incorporated by reference to the same numbered exhibit to Amendment No. 1
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on October 11, 1996.
(5) Incorporated by reference to Exhibit 10.3 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(6) Incorporated by reference to Exhibit 4.9 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on April 18, 1997.
(7) Incorporated by reference to Exhibit 10.4 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(8) Incorporated by reference to Exhibit 10.5 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(9) Incorporated by reference to Exhibit 10.8 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(10) Incorporated by reference to Exhibit 10.10 to the Company's Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(11) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended May 3, 1997 filed with the Commission.
(12) Incorporated by reference to the same numbered exhibit to Amendment No. 2
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on April 18, 1997.
(13) Incorporated by reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended May 3, 1997 filed with the Commission.
(14) Incorporated by reference to the same numbered exhibit to Amendment No. 4
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on May 27, 1997.
(15) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(16) Incorporated by reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
II-7
<PAGE>
(17) Incorporated by reference to Exhibit 10.6 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(18) Incorporated by reference to Exhibit 10.7 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(19) Incorporated by reference to Exhibit 10.9 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(20) Incorporated by reference to the same numbered exhibit to the Company's
Report on Form 10-Q for the quarter ended August 2, 1997 filed with the
Commission.
(B) FINANCIAL STATEMENT SCHEDULES
None required.
(C) REPORTS, OPINIONS OR APPRAISALS
None required.
ITEM 22. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii)
to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of any of the Registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
this Registration Statement when it became effective.
II-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MINNEAPOLIS,
STATE OF MINNESOTA, ON OCTOBER 2, 1997.
WILSONS THE LEATHER EXPERTS INC.
*
By: _________________________________
Joel N. Waller
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON OCTOBER 2, 1997.
SIGNATURE TITLE
* Chairman of the Board of
- ------------------------------------- Directors and Chief Executive
JOEL N. WALLER Officer (Principal Executive
Officer)
/s/ Douglas J. Treff Vice President, Finance and
- ------------------------------------- Chief Financial Officer
DOUGLAS J. TREFF (Principal Financial and
Accounting Officer)
LYLE BERMAN
THOMAS J. BROSIG
MORRIS GOLDFARB BOARD OF DIRECTORS*
DAVID L. ROGERS
JOEL N. WALLER
- --------
* Douglas J. Treff, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers and/or directors of the
Company pursuant to powers of attorney duly executed by such persons.
/s/ Douglas J. Treff
By: _________________________________
Douglas J. Treff, Attorney-in-fact
II-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
UNDERSIGNED REGISTRANTS HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF MINNEAPOLIS, STATE OF MINNESOTA, ON OCTOBER 2, 1997.
WILSONS LEATHER HOLDINGS INC. WILSONS LEATHER OF NEW YORK, INC.
WILSONS CENTER, INC. WILSONS LEATHER OF NORTH CAROLINA INC.
ROSEDALE WILSONS, INC. WILSONS LEATHER OF OHIO INC.
RIVER HILLS WILSONS, INC. WILSONS LEATHER OF PENNSYLVANIA INC.
BERMANS THE LEATHER EXPERTS INC. WILSONS LEATHER OR RHODE ISLAND INC.
WILSONS TANNERY WEST, INC. WILSONS LEATHER OF TENNESSEE INC.
WILSONS LEATHER OF ALABAMA INC. WILSONS LEATHER OF TEXAS INC.
WILSONS LEATHER OF CONNECTICUT INC. WILSONS LEATHER OF VIRGINIA INC.
WILSONS LEATHER OF FLORIDA INC. WILSONS LEATHER OF WEST VIRGINIA INC.
WILSONS LEATHER OF GEORGIA INC. WILSONS LEATHER OF WISCONSIN INC.
WILSONS LEATHER OF INDIANA INC. WILSONS LEATHER OF ARKANSAS INC.
WILSONS LEATHER OF IOWA INC. WILSONS LEATHER OF DELAWARE INC.
WILSONS LEATHER OF LOUISIANA INC. WILSONS LEATHER OF MISSISSIPPI INC.
WILSONS LEATHER OF MARYLAND INC. WILSONS LEATHER OF SOUTH CAROLINA INC.
WILSONS LEATHER OF MASSACHUSETTS INC. WILSONS LEATHER OF VERMONT INC.
WILSONS LEATHER OF MICHIGAN INC. WILSONS INTERNATIONAL INC.
WILSONS LEATHER OF NEW JERSEY INC.
*
By: _________________________________
Joel N. Waller
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON OCTOBER 2, 1997.
SIGNATURE TITLE
* Chairman of the Board of
- ------------------------------------- Directors and Chief Executive
JOEL N. WALLER Officer (Principal Executive
Officer)
/s/ Douglas J. Treff Vice President, Finance and
- ------------------------------------- Chief Financial Officer
DOUGLAS J. TREFF (Principal Financial and
Accounting Officer)
DAVID L. ROGERS BOARD OF DIRECTORS*
JOEL N. WALLER
- --------
* Douglas J. Treff, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers and/or directors of the
Company pursuant to powers of attorney duly executed by such persons.
/s/ Douglas J. Treff
By: _________________________________
Douglas J. Treff, Attorney-in-fact
II-10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
UNDERSIGNED REGISTRANTS HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF MINNEAPOLIS, STATE OF MINNESOTA, ON OCTOBER 2, 1997.
WILSONS HOUSE OF SUEDE, INC.
WILSONS LEATHER OF MISSOURI INC.
*
By: _________________________________
Joel N. Waller
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON OCTOBER 2, 1997.
SIGNATURE TITLE
* Chairman of the Board of
- ------------------------------------- Directors and Chief Executive
JOEL N. WALLER Officer (Principal Executive
Officer)
/s/ Douglas J. Treff Vice President, Finance, Chief
- ------------------------------------- Financial Officer (Principal
DOUGLAS J. TREFF Financial and Accounting
Officer) and member of the
Board of Directors
DAVID L. ROGERS BOARD OF DIRECTORS*
JOEL N. WALLER
- --------
* Douglas J. Treff, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers and/or directors of the
Company pursuant to powers of attorney duly executed by such persons.
/s/ Douglas J. Treff
By: _________________________________
Douglas J. Treff, Attorney-in-fact
II-11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
2.1 Sale Agreement dated as of May 24, 1996 by and among CVS
New York, Inc., Wilsons Center, Inc., and Wilsons The
Leather Experts Inc. (1).................................. Incorporated by Reference
3.1 Amended Articles of Incorporation of the Registrant dated
May 24, 1996. (1)......................................... Incorporated by Reference
3.2 Restated Bylaws of the Registrant. (2)..................... Incorporated by Reference
3.3 Articles of Amendment of Amended Articles of Incorporation
of the Registrant dated October 11, 1997. (3)............. Incorporated by Reference
3.4 Articles of Incorporation of Wilsons Leather Holdings
Inc....................................................... Filed Electronically
3.5 Bylaws of Wilsons Leather Holdings Inc..................... Filed Electronically
3.6 Articles of Incorporation, and all amendments thereto, of
Wilsons Center, Inc....................................... Filed Electronically
3.7 Bylaws of Wilsons Center, Inc.............................. Filed Electronically
3.8 Articles of Incorporation, and all amendments thereto, of
Rosedale Wilsons, Inc..................................... Filed Electronically
3.9 Amended and Restated Bylaws of Rosedale Wilsons, Inc....... Filed Electronically
3.10 Articles of Incorporation, and all amendments thereto, of
River Hills Wilsons, Inc.................................. Filed Electronically
3.11 Amended and Restated Bylaws of River Hills Wilsons, Inc.... Filed Electronically
3.12 Certificate of Incorporation, and all amendments thereto,
of Bermans The Leather Experts Inc........................ Filed Electronically
3.13 Amended and Restated Bylaws of Bermans The Leather Experts
Inc....................................................... Filed Electronically
3.14 Articles of Incorporation, and all amendments thereto, of
Wilsons House of Suede, Inc............................... Filed Electronically
3.15 Amended and Restated Bylaws of Wilsons House of Suede,
Inc....................................................... Filed Electronically
3.16 Articles of Incorporation of Wilsons Tannery West, Inc..... Filed Electronically
3.17 Amended and Restated Bylaws of Wilsons Tannery West,
Inc....................................................... Filed Electronically
3.18 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Alabama Inc............................ Filed Electronically
3.19 Amended and Restated Bylaws of Wilsons Leather of Alabama
Inc....................................................... Filed Electronically
3.20 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of Connecticut Inc..................... Filed Electronically
3.21 Amended and Restated Bylaws of Wilsons Leather of
Connecticut Inc........................................... Filed Electronically
3.22 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Florida Inc............................ Filed Electronically
3.23 Amended and Restated Bylaws of Wilsons Leather of Florida
Inc....................................................... Filed Electronically
3.24 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Georgia Inc............................ Filed Electronically
3.25 Amended and Restated Bylaws of Wilsons Leather of Georgia
Inc....................................................... Filed Electronically
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
3.26 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Indiana Inc............................ Filed Electronically
3.27 Amended and Restated Bylaws of Wilsons Leather of Indiana
Inc....................................................... Filed Electronically
3.28 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Iowa Inc............................... Filed Electronically
3.29 Amended and Restated Bylaws of Wilsons Leather of Iowa
Inc....................................................... Filed Electronically
3.30 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Louisiana Inc.......................... Filed Electronically
3.31 Amended and Restated Bylaws of Wilsons Leather of Louisiana
Inc............................................. Filed Electronically
3.32 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Maryland Inc........................... Filed Electronically
3.33 Amended and Restated Bylaws of Wilsons Leather of Maryland
Inc....................................................... Filed Electronically
3.34 Articles of Organization, and all amendments thereto, of
Wilsons Leather of Massachusetts Inc...................... Filed Electronically
3.35 Amended and Restated Bylaws of Wilsons Leather of
Massachusetts Inc......................................... Filed Electronically
3.36 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Michigan Inc........................... Filed Electronically
3.37 Amended and Restated Bylaws of Wilsons Leather of Michigan
Inc....................................................... Filed Electronically
3.38 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of New Jersey Inc...................... Filed Electronically
3.39 Amended and Restated Bylaws of Wilsons Leather of New
Jersey Inc................................................ Filed Electronically
3.40 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of New York Inc........................ Filed Electronically
3.41 Amended and Restated Bylaws of Wilsons Leather of New
York Inc.................................................. Filed Electronically
3.42 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of North Carolina Inc..................... Filed Electronically
3.43 Amended and Restated Bylaws of Wilsons Leather of North
Carolina Inc.............................................. Filed Electronically
3.44 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Ohio Inc............................... Filed Electronically
3.45 Amended and Restated Regulations of Wilsons Leather of Ohio
Inc.................................................. Filed Electronically
3.46 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Pennsylvania Inc....................... Filed Electronically
3.47 Amended and Restated Bylaws of Wilsons Leather of
Pennsylvania Inc.......................................... Filed Electronically
3.48 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Rhode Island Inc....................... Filed Electronically
3.49 Amended and Restated Bylaws of Wilsons Leather of Rhode
Island Inc................................................ Filed Electronically
3.50 Charter, and all amendments thereto, of Wilsons Leather of
Tennessee Inc............................................. Filed Electronically
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
3.51 Amended and Restated Bylaws of Wilsons Leather of
Tennessee Inc............................................. Filed Electronically
3.52 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Texas Inc.............................. Filed Electronically
3.53 Amended and Restated Bylaws of Wilsons Leather of Texas
Inc....................................................... Filed Electronically
3.54 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Virginia Inc........................... Filed Electronically
3.55 Amended and Restated Bylaws of Wilsons Leather of Virginia
Inc....................................................... Filed Electronically
3.56 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of West Virginia Inc...................... Filed Electronically
3.57 Amended and Restated Bylaws of Wilsons Leather of West
Virginia Inc.............................................. Filed Electronically
3.58 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Wisconsin Inc.......................... Filed Electronically
3.59 Amended and Restated Bylaws of Wilsons Leather of
Wisconsin Inc............................................. Filed Electronically
3.60 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Arkansas Inc........................... Filed Electronically
3.61 Amended and Restated Bylaws of Wilsons Leather of Arkansas
Inc....................................................... Filed Electronically
3.62 Certificate of Incorporation, and all amendments thereto,
of Wilsons Leather of Delaware Inc........................ Filed Electronically
3.63 Amended and Restated Bylaws of Wilsons Leather of Delaware
Inc....................................................... Filed Electronically
3.64 Articles of Incorporation of Wilsons Leather of Mississippi
Inc........................................... Filed Electronically
3.65 Bylaws of Wilsons Leather of Mississippi Inc............... Filed Electronically
3.66 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of Missouri Inc........................... Filed Electronically
3.67 Amended and Restated Bylaws of Wilsons Leather of Missouri
Inc....................................................... Filed Electronically
3.68 Articles of Incorporation, and all amendments thereto, of
Wilsons Leather of South Carolina Inc..................... Filed Electronically
3.69 Amended and Restated Bylaws of Wilsons Leather of South
Carolina Inc.............................................. Filed Electronically
3.70 Articles of Association, and all amendments thereto, of
Wilsons Leather of Vermont Inc............................ Filed Electronically
3.71 Amended and Restated Bylaws of Wilsons Leather of Vermont
Inc....................................................... Filed Electronically
3.72 Articles of Incorporation of Wilsons International Inc..... Filed Electronically
3.73 Bylaws of Wilsons International Inc........................ Filed Electronically
4.1 Specimen of Common Stock certificate. (4).................. Incorporated by
Reference
4.2 Warrant No. 1 issued to CVS New York, Inc. for the Purchase
of 1,350,000 shares of Common Stock of Wilsons The Leather Incorporated by
Experts Inc., dated May 25, 1996. (1)......... Reference
4.3 Indenture dated as of August 18, 1997, by and among Wilsons
The Leather Experts Inc., the other corporations listed on
the signature pages thereof, and Norwest Bank Minnesota,
National Association, including Specimen Certificate of 11
1/4% Series A Senior Notes due 2004 (the "Private Notes")
and Specimen Certificate of 11 1/4% Series B Senior Notes
due 2004 (the "Exchange Notes"). Incorporated by
(5)....................................................... Reference
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
4.4 Underwriter Warrants....................................... Filed Electronically
4.5 Shareholder Agreement dated as of May 25, 1996 among
Leather Investors Limited Partnership I, Leather Investors
Limited Partnership II, the Other Investors Named on the
Signature Pages thereto and Wilsons The Leather Experts Incorporated by
Inc. (1).................................. Reference
4.6 Amendment to the Shareholder Agreement among Leather
Investors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signature
Pages thereto and Wilsons The Leather Experts Inc. Incorporated by
(1).................................................. Reference
4.7 Amendment to the Shareholder Agreement among Leather
Investors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signature
Pages thereto and Wilsons The Leather Experts Inc. Incorporated by
(6).................................................. Reference
4.8 Registration Rights Agreement dated as of May 25, 1996, by
and among CVS New York, Inc., Wilsons The Leather Experts
Inc., the Managers Listed on the Signature Pages thereto,
Leather Investors Limited Partnership I and the Partners Incorporated by
Listed on the Signature Pages thereto. (1)................ Reference
4.10 Redeemable Warrant Agreement, including form of Redeemable
Warrant Certificate....................................... Filed Electronically
4.11 Amendment to the Shareholder Agreement among Leather
Investors Limited Partnership I, Leather Investors Limited
Partnership II, the Other Investors Named on the Signature
Pages thereto and Wilsons The Leather Experts
Inc....................................................... Filed Electronically
4.12 Purchase Agreement dated as of August 14, 1997, by and
among Wilsons The Leather Experts Inc., the Subsidiary
Guarantors party thereto, and BancAmerica Securities, Inc. Incorporated by
(7).................................................. Reference
4.13 Registration Rights Agreement dated as of August 18, 1997
by and among Wilsons The Leather Experts Inc., the
Subsidiary Guarantors party thereto, and BancAmerica Incorporated by
Securities, Inc. (8)...................................... Reference
5.1 Opinion of Faegre & Benson LLP............................. Filed Electronically
8.1 Opinion of Faegre & Benson LLP regarding Federal Income Tax
Consequences.......................................... Filed Electronically
10.1 Parent Guaranty dated as of May 25, 1996, by Wilsons The
Leather Experts Inc., Wilsons Center, Inc., Rosedale
Wilsons, Inc. and River Hills Wilsons, Inc. in favor of Incorporated by
General Electric Capital Corporation. (9)................. Reference
10.2 Wilsons The Leather Experts Inc. Executive and Key Incorporated by
Management Incentive Plan. (1)............................ Reference
10.3 Wilsons The Leather Experts Inc. 401(k) Plan. (1).......... Incorporated by
Reference
10.4 Employment Agreement dated as of May 25, 1996 between
Wilsons The Leather Experts Inc. and Joel N. Waller. Incorporated by
(1)....................................................... Reference
10.5 Employment Agreement dated as of May 25, 1996 between
Wilsons The Leather Experts Inc. and David L. Rogers. Incorporated by
(1)....................................................... Reference
10.6 Credit Agreement dated as of May 25, 1996 among Wilsons
Leather Holdings Inc., as Borrower, the Lenders signatory
thereto from time to time, as Lenders, and General
Electric Capital Corporation, as Agent, Lender and Swing Incorporated by
Line Lender. (1).......................................... Reference
</TABLE>
iv
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
10.7 Security Agreement dated as of May 25, 1996 by Wilsons
Leather Holdings Inc. and the other grantors listed on the
signature pages thereto, in favor of General Electric
Capital Corporation, in its capacity as Agent for Lenders. Incorporated by
(1).............................................. Reference
10.8 Security Agreement dated as of May 25, 1996 by Wilsons
Leather Holdings Inc. and the other grantors listed on the
signature pages thereto, in favor of CVS New York, Inc. Incorporated by
(1).................................................. Reference
10.9 Store Guarantors' Guaranty dated as of May 25, 1996, by
Bermans The Leather Experts, Inc., Wilsons House of Suede,
Inc., Wilsons Tannery West, Inc., the Georgetown
Subsidiaries that are signatories thereto and the
Individual Store Subsidiaries that are signatories
thereto, in favor of General Electric Capital Corporation. Incorporated by
(10)......................................... Reference
10.10 Wilsons The Leather Experts Inc. Amended 1996 Stock Option Incorporated by
Plan. (4)................................................. Reference
10.11 Amendment No. 1 to Credit Agreement. (4)................... Incorporated by
Reference
10.12 Amendment No. 2 to Credit Agreement. (4)................... Incorporated by
Reference
10.13 Amendment No. 3 to Credit Agreement. (11).................. Incorporated by
Reference
10.14 Amendment No. 1 to Security Agreement. (12)................ Incorporated by
Reference
10.15 Stock Exchange Agreement. (13)............................. Incorporated by
Reference
10.16 Pledge Agreement, dated as of May 25, 1996, between Wilsons
The Leather Experts Inc. and CVS New York, Inc. Incorporated by
(14)...................................................... Reference
10.17 Pledge Agreement, dated as of May 25, 1996, between Wilsons Incorporated by
Center, Inc. and CVS New York, Inc. (14).......... Reference
10.18 Pledge Agreement, dated as of May 25, 1996, between Incorporated by
Rosedale Wilsons, Inc. and CVS New York, Inc. (14)........ Reference
10.19 Pledge Agreement, dated as of May 25, 1996, between River Incorporated by
Hills Wilsons, Inc. and CVS New York, Inc. (14)........... Reference
10.20 Amendment No. 1 to Pledge Agreement dated as of December
19, 1996, between River Hills Wilsons, Inc. and CVS New Incorporated by
York, Inc. (14)........................................... Reference
10.21 Pledge Agreement, dated as of May 25, 1996, between Wilsons
The Leather Experts Inc. and General Electric Capital
Corporation, individually and as agent for the lenders Incorporated by
signatory to the Credit Agreement. (14)........... Reference
10.22 Pledge Agreement, dated as of May 25, 1996, between Wilsons
Center, Inc. and General Electric Capital Corporation,
individually and as agent for the lenders signatory to the Incorporated by
Credit Agreement. (14)................... Reference
10.23 Pledge Agreement, dated as of May 25, 1996, between
Rosedale Wilsons, Inc. and General Electric Capital
Corporation, individually and as agent for the lenders Incorporated by
signatory to the Credit Agreement. (14)................... Reference
10.24 Pledge Agreement, dated as of May 25, 1996, between River
Hills Wilsons, Inc. and General Electric Capital
Corporation, individually and as agent for the lenders Incorporated by
signatory to the Credit Agreement. (14)................... Reference
10.25 Amendment No. 4 to Credit Agreement. (15).................. Incorporated by
Reference
10.26 Repurchase Agreement dated as of August 13, 1997, by and
between Wilsons The Leather Experts Inc. and CVS New York, Incorporated by
Inc. (16)........................................... Reference
</TABLE>
v
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
<C> <S> <C>
10.27 Amendment No. 2 to Pledge Agreement dated as of July 31,
1997, between River Hills Wilsons, Inc. and General Incorporated by
Electric Capital Corporation. (17)........................ Reference
10.28 Joinder Agreement dated as of July 31, 1997, by and between
Wilsons International Inc. and General Electric Capital Incorporated by
Corporation. (18)................................. Reference
10.29 Reaffirmation of Guaranty dated as of July 31, 1997, by
Wilsons The Leather Experts Inc., Wilsons Center, Inc.,
Rosedale Wilsons, Inc. and River Hills Wilsons, Inc., in Incorporated by
favor of General Electric Capital Corporation. (19)....... Reference
11.1 Computation of per share income (20)....................... Incorporated by
Reference
12.1 Computation of ratios...................................... Filed Electronically
21.1 Subsidiaries of the Company................................ Filed Electronically
23.1 Consent of Arthur Andersen LLP............................. Filed Electronically
23.2 Consent of KPMG Peat Marwick LLP........................... Filed Electronically
23.3 Consent of Faegre & Benson LLP (included in Exhibits No.
5.1 and 8.1 to the Registration Statement)................ Filed Electronically
24.1 Powers of Attorney of officers and directors of the
Company................................................... Filed Electronically
24.2 Powers of Attorney of officers and directors of the
Guarantors................................................ Filed Electronically
25.1 Statement of Eligibility of Trustee........................ Filed Electronically
27.1 Financial Data Schedule (20)............................... Incorporated by
Reference
99.1 Letter of Transmittal and related documents to be used in
conjunction with the Exchange Offer....................... Filed Electronically
99.2 Notice of Guaranteed Delivery.............................. Filed Electronically
99.3 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9............................. Filed Electronically
99.4 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.............................. Filed Electronically
99.5 Letter to Clients.......................................... Filed Electronically
</TABLE>
- --------
Share figures above have been adjusted for the 0.9-for-1 reverse stock
split that was effected on October 11, 1996.
(1) Incorporated by reference to the same numbered exhibit to the Company's
Registration Statement on Form S-1 (333-13967) filed with the Securities
and Exchange Commission (the "Commission") on October 11, 1996.
(2) Incorporated by reference to Exhibit No. 3.4 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on December 24, 1996.
(3) Incorporated by reference to Exhibit No. 3.5 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on April 18, 1997.
(4) Incorporated by reference to the same numbered exhibit to Amendment No. 1
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on October 11, 1996.
(5) Incorporated by reference to Exhibit 10.3 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(6) Incorporated by reference to Exhibit 4.9 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 (333-13967) filed with the
Commission on April 18, 1997.
vi
<PAGE>
(7) Incorporated by reference to Exhibit 10.4 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(8) Incorporated by reference to Exhibit 10.5 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(9) Incorporated by reference to Exhibit 10.8 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(10) Incorporated by reference to Exhibit 10.10 to the Company's Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(11) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended May 3, 1997 filed with the Commission.
(12) Incorporated by reference to the same numbered exhibit to Amendment No. 2
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on April 18, 1997.
(13) Incorporated by reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended May 3, 1997 filed with the Commission.
(14) Incorporated by reference to the same numbered exhibit to Amendment No. 4
to the Company's Registration Statement on Form S-1 (333-13967) filed
with the Commission on May 27, 1997.
(15) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(16) Incorporated by reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(17) Incorporated by reference to Exhibit 10.6 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(18) Incorporated by reference to Exhibit 10.7 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(19) Incorporated by reference to Exhibit 10.9 to the Company's Report on Form
10-Q for the quarter ended August 2, 1997 filed with the Commission.
(20) Incorporated by reference to the same numbered exhibit to the Company's
Report on Form 10-Q for the quarter ended August 2, 1997 filed with the
Commission.
vii
<PAGE>
Exhibit 3.4
ARTICLES OF INCORPORATION
OF
WILSONS LEATHER HOLDINGS INC.
The undersigned incorporator, being a natural person 18 years of age or
older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of this Corporation is Wilsons Leather Holdings Inc.
ARTICLE II
The registered office of this Corporation is located at 2200 Norwest
Center, 90 South Seventh Street, Minneapolis, Minnesota 55402. The registered
agent at such office is Jonathan G. Halper.
ARTICLE III
This Corporation is authorized to issue an aggregate total of 1,000 shares,
all of which shall be designated Common Stock, having a par value of $.01 per
share.
ARTICLE IV
The name and address of the incorporator of this Corporation is as follows:
Amy M. Greene
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
ARTICLE V
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE VI
No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.
<PAGE>
ARTICLE VII
The names of the first directors of this Corporation are Joel N. Waller and
David L. Rogers.
ARTICLE VIII
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation not needing approval by the shareholders under
Minnesota Statutes, Chapter 302A, may be taken by written action signed by the
number of directors that would be required to take such action at a meeting of
the Board of Directors at which all directors are present.
ARTICLE IX
No director of this Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction
from which the director derived an improper personal benefit or (v) for any act
or omission occurring prior to the effective date of this Article. No amendment
to or repeal of this Article shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of May, 1996.
/s/ Amy M. Greene
--------------------------------------------
Amy M. Greene, Incorporator
<PAGE>
STATE OF MINNESOTA #5
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
Wilsons Leather Holdings Inc.
---------------------------------------------------------------------------
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A POST OFFICE BOX IS NOT
ACCEPTABLE.
7401 Boone Avenue North Brooklyn Park MN 55428
---------------------------------------------------------------------------
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
but optional for MINNESOTA corporations):
---------
None
---------------------------------------------------------------------------
If you do not wish to designate an agent, you must list "NONE" in this
box. DO NOT LIST THE CORPORATE NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this certificate under oath.
/s/ David L. Rogers
- -----------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Pearl Masloski (612) 391-4452
--------------------------------
please print legibly
________________________________________________________________________________
Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
<PAGE>
Exhibit 3.5
BY-LAWS
OF
WILSONS LEATHER HOLDINGS INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
SHAREHOLDERS 1
- ------------
1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 2
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Voting Rights 2
1.09 Proxies 2
1.10 Quorum 3
1.11 Acts of Shareholders 3
1.12 Action Without a Meeting 3
DIRECTORS 3
- ---------
2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 4
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum 4
2.09 Acts of Board 5
2.10 Participation by Electronic Communications 5
2.11 Absent Directors 5
2.12 Action Without a Meeting 5
2.13 Committees 5
2.14 Special Litigation Committee 6
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
2.15 Compensation 6
OFFICERS 6
- --------
3.01 Number and Designation 6
3.02 Chief Executive Officer 6
3.03 Chief Financial Officer 6
3.04 President 7
3.05 Vice Presidents 7
3.06 Secretary 7
3.07 Treasurer 7
3.08 Authority and Duties 7
3.09 Term 7
3.10 Salaries 8
INDEMNIFICATION 8
- ---------------
4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
- ------
5.01 Certificated and Uncertificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
- -------------
6.01 Execution of Instruments 9
6.02 Advances 10
6.03 Corporate Seal 10
6.04 Fiscal Year 10
6.05 Amendments 10
</TABLE>
This Table of Contents is not part of the By-Laws of the Corporation.
It is intended merely to aid in the utilization of the By-Laws.
-ii-
<PAGE>
BY-LAWS
OF
WILSONS LEATHER HOLDINGS INC.
SHAREHOLDERS
------------
Section 1.01 Place of Meetings. Each meeting of the shareholders
------------ -----------------
shall be held at the principal executive office of the Corporation or at such
other place as may be designated by the Board of Directors or the Chief
Executive Officer; provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the county where the
principal executive office of the Corporation is located.
Section 1.02 Regular Meetings. Regular meetings of the shareholders
------------ ----------------
may be held on an annual or other less frequent basis as determined by the Board
of Directors; provided, however, that if a regular meeting has not been held
during the immediately preceding 15 months, a shareholder or shareholders
holding three percent or more of the voting power of all shares entitled to vote
may demand a regular meeting of shareholders by written demand given to the
Chief Executive Officer or Chief Financial Officer of the Corporation. At each
regular meeting the shareholders shall elect qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six months after the date of the meeting and may transact any
other business, provided, however, that no business with respect to which
special notice is required by law shall be transacted unless such notice shall
have been given.
Section 1.03 Special Meetings. A special meeting of the
------------ ----------------
shareholders may be called for any purpose or purposes at any time by the Chief
Executive Officer; by the Chief Financial Officer; by the Board of Directors or
any two or more members thereof; or by one or more shareholders holding not less
than ten percent of the voting power of all shares of the Corporation entitled
to vote (except that a special meeting for the purpose of considering any action
to directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board for that
purpose, must be called by shareholders holding not less than 25 percent of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days
------------ -------------------------------------
after receipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of Directors of the Corporation
to cause a special or regular meeting of shareholders, as the case may be, to be
duly called and held on notice no later than 90 days after receipt of such
demand. If the Board fails to cause such a meeting to be called and held as
required by this
<PAGE>
Section, the shareholder or shareholders making the demand may call the meeting
by giving notice as provided in Section 1.06 hereof at the expense of the
Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be
------------ ------------
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.
Section 1.06 Notice of Meetings. Unless otherwise required by law,
------------ ------------------
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in Section
1.05 or as otherwise permitted by law. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting.
Section 1.07 Waiver of Notice. A shareholder may waive notice of
------------ ----------------
the date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 1.08 Voting Rights. Subdivision 1. A shareholder shall
------------ -------------
have one vote for each share held which is entitled to vote. Except as
otherwise required by law, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder
votes without designating the proportion or number of shares voted in a
particular way, the shareholder is deemed to have voted all of the shares in
that way.
Subdivision 2. The Board of Directors may fix a date not more than 60
days before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and entitled to
vote at the meeting. When a date is so fixed, only shareholders on that date are
entitled to notice of and permitted to vote at that meeting of shareholders.
Section 1.09 Proxies. A shareholder may cast or authorize the
------------ -------
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission, provided that the
Corporation has no reason to believe that the telegram, cablegram or other
electronic transmission was not authorized by the shareholder. Any copy,
facsimile, telecommunication or other reproduction of the original of either the
writing or transmission may be used in lieu of the original, provided that it is
a complete and legible reproduction of the entire original.
2
<PAGE>
Section 1.10 Quorum. The holders of a majority of the voting power
------------ ------
of the shares entitled to vote at a shareholders meeting are a quorum for the
transaction of business. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though the withdrawal of a number of the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 1.11 Acts of Shareholders. Subdivision 1. Except as
------------ ---------------------
otherwise required by law or specified in the Articles of Incorporation of the
Corporation, the shareholders shall take action by the affirmative vote of the
holders of the greater of (a) a majority of the voting power of the shares
present and entitled to vote on that item of business or (b) a majority of the
voting power of the minimum number of shares entitled to vote that would
constitute a quorum for the transaction of business at a duly held meeting of
shareholders.
Subdivision 2. A shareholder voting by proxy authorized to vote on
less than all items of business considered at the meeting shall be considered to
be present and entitled to vote only with respect to those items of business for
which the proxy has authority to vote. A proxy who is given authority by a
shareholder who abstains with respect to an item of business shall be considered
to have authority to vote on that item of business.
Section 1.12 Action Without a Meeting. Any action required or
------------ ------------------------
permitted to be taken at a meeting of the shareholders of the Corporation may be
taken without a meeting by written action signed by all of the shareholders
entitled to vote on that action. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time is
provided in the written action.
DIRECTORS
---------
Section 2.01 Number; Qualifications. Except as authorized by the
------------ ----------------------
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of one or more directors. Directors shall
be natural persons. The shareholders at each regular meeting shall determine
the number of directors to constitute the Board, provided that thereafter the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term
------------ ----
that expires at the next regular meeting of the shareholders. A director shall
hold office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors
------------ ---------
resulting from the death, resignation, removal or disqualification of a director
may be filled by the affirmative vote of a majority of the remaining members of
the Board, though less than a quorum. Vacancies on the
3
<PAGE>
Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time such
directorships are created. Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the shareholders at the next
regular meeting or at any special meeting duly called for that purpose.
Section 2.04 Place of Meetings. Each meeting of the Board of
------------ -----------------
Directors shall be held at the principal executive office of the Corporation or
at such other place as may be designated from time to time by a majority of the
members of the Board or by the Chief Executive Officer. A meeting may be held
by conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.
Section 2.05 Regular Meetings. Regular meetings of the Board of
------------ ----------------
Directors for the election of officers and the transaction of any other business
shall be held without notice at the place of and immediately after each regular
meeting of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of
------------ ----------------
Directors may be called for any purpose or purposes at any time by any member of
the Board by giving not less than two days' notice to all directors of the date,
time and place of the meeting, provided that when notice is mailed, at least
four days' notice shall be given. The notice need not state the purpose of the
meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings.
------------ -------------------------------------- --------
Subdivision 1. A director of the Corporation may waive notice of the date, time
and place of a meeting of the Board. A waiver of notice by a director entitled
to notice is effective whether given before, at or after the meeting, and
whether given in writing, orally or by attendance. Attendance by a director at a
meeting is a waiver of notice of that meeting, unless the director objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and thereafter does not participate in the
meeting.
Subdivision 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other than
by announcement at the meeting at which adjournment is taken of the date, time
and place at which the meeting will be reconvened.
Section 2.08 Quorum. The presence in person of a majority of the
------------ ------
directors currently holding office shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly called or held
meeting is convened, the directors present may continue to transact business
until adjournment, even though the withdrawal of a number of the directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
4
<PAGE>
Section 2.09 Acts of Board. Except as otherwise required by law or
------------ -------------
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.
Section 2.10 Participation by Electronic Communications. A director
------------ ------------------------------------------
may participate in a Board meeting by any means of communication through which
the director, other directors so participating and all directors physically
present at the meeting may simultaneously hear each other during the meeting. A
director so participating shall be deemed present in person at the meeting.
Section 2.11 Absent Directors. A director of the Corporation may
------------ ----------------
give advance written consent or opposition to a proposal to be acted on at a
Board meeting. If the director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as the vote of a director present at the meeting in favor of or against
the proposal and shall be entered in the minutes or other record of action at
the meeting, if the proposal acted on at the meeting is substantially the same
or has substantially the same effect as the proposal to which the director has
consented or objected.
Section 2.12 Action Without a Meeting. An action required or
------------ ------------------------
permitted to be taken at a Board meeting may be taken without a meeting by
written action signed by all of the directors. Any action, other than an action
requiring shareholder approval, if the Articles of Incorporation so provide, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
Section 2.13 Committees. Subdivision 1. A resolution approved by
------------ ----------
the affirmative vote of a majority of the Board may establish committees having
the authority of the Board in the management of the business of the Corporation
only to the extent provided in the resolution. Committees shall be subject at
all times to the direction and control of the Board, except as provided in
Section 2.14 or otherwise provided by law.
Subdivision 2. A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
apply to committees and members of committees to the same extent as those
sections apply to the Board and directors.
5
<PAGE>
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.14 Special Litigation Committee. Pursuant to the
------------ ----------------------------
procedure set forth in Section 2.13, the Board may establish a committee
composed of one or more independent directors or other independent persons to
determine whether it is in the best interests of the Corporation to consider
legal rights or remedies of the Corporation and whether those rights and
remedies should be pursued. The committee, once established, is not subject to
the direction or control of, or (unless required by law) termination by, the
Board. To the extent permitted by law, a vacancy on the committee may be filled
by a majority vote of the remaining committee members. The good faith
determinations of the committee are binding upon the Corporation and its
directors, officers and shareholders to the extent permitted by law. The
committee terminates when it issues a written report of its determinations to
the Board.
Section 2.15 Compensation. The Board may fix the compensation, if
------------ ------------
any, of directors.
OFFICERS
--------
Section 3.01 Number and Designation. The Corporation shall have one
------------ ----------------------
or more natural persons exercising the functions of the offices of Chief
Executive Officer and Chief Financial Officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person.
Section 3.02 Chief Executive Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board; (c)
shall see that all orders and resolutions of the Board are carried into effect;
(d) may maintain records of and certify proceedings of the Board and
shareholders; and (e) shall perform such other duties as may from time to time
be assigned by the Board.
Section 3.03 Chief Financial Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
6
<PAGE>
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.
Section 3.04 President. Unless otherwise determined by the Board of
------------ ---------
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board.
Section 3.05 Vice Presidents. Any one or more Vice Presidents, if
------------ ---------------
any, may be designated by the Board of Directors as Executive Vice Presidents or
Senior Vice Presidents. During the absence or disability of the President, it
shall be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board, be made on
the basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.06 Secretary. The Secretary, unless otherwise determined
------------ ---------
by the Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
Section 3.07 Treasurer. Unless otherwise determined by the Board of
------------ ---------
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board.
Section 3.08 Authority and Duties. In addition to the foregoing
------------ --------------------
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.09 Term. Subdivision 1. All officers of the Corporation
------------ ----
shall hold office until their respective successors are chosen and have
qualified or until their earlier death, resignation or removal.
7
<PAGE>
Subdivision 2. An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without acceptance when
the notice is given to the Corporation, unless a later effective date is
specified in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of Chief Executive Officer or Chief Financial Officer shall, be filled
for the unexpired portion of the term by the Board.
Section 3.10 Salaries. The salaries of all officers of the
------------ --------
Corporation shall be fixed by the Board of Directors or by the Chief Executive
Officer if authorized by the Board.
INDEMNIFICATION
---------------
Section 4.01 Indemnification. The Corporation shall indemnify its
------------ ---------------
officers and directors for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law.
Section 4.02 Insurance. The Corporation may purchase and maintain
------------ ---------
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
SHARES
------
Section 5.01 Certificated and Uncertificated Shares. Subdivision 1.
------------ --------------------------------------
The shares of the Corporation shall be either certificated shares or
uncertificated shares. Each holder of duly issued certificated shares is
entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall
bear the corporate seal, if any, and shall be signed by the Chief Executive
Officer, or the President or any Vice President, and the Chief Financial
Officer, or the Secretary or any Assistant Secretary, but when a certificate is
signed by a transfer agent or a registrar, the signature of any such officer and
the corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent or registrar of the Corporation, the certificate may
be issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.
8
<PAGE>
Subdivision 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of more than
one class or series, set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any shareholder upon request
and without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series authorized
to be issued, so far as they have been determined, and the authority of the
Board to determine the relative rights and preferences of subsequent classes or
series.
Subdivision 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board may
provide that some or all of any or all classes and series of the shares of the
Corporation will be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate is surrendered to
the Corporation.
Section 5.02 Declaration of Dividends and Other Distributions. The
------------ ---------------------------------- -------------
Board of Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by law.
Section 5.03 Transfer of Shares. Shares of the Corporation may be
------------ ------------------
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time,
------------ -----------
not exceeding 60 days preceding the date fixed for the payment of any dividend
or other distribution, as a record date for the determination of the
shareholders entitled to receive payment of such dividend or other distribution,
and in such case only shareholders of record on the date so fixed shall be
entitled to receive payment of such dividend or other distribution,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed.
MISCELLANEOUS
-------------
Section 6.01 Execution of Instruments. Subdivision 1. All deeds,
------------ ------------------------
mortgages, bonds, checks, contracts and other instruments pertaining to the
business and affairs of the Corporation shall be signed on behalf of the
Corporation by the Chief Executive Officer, or the President, or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding
different offices or functions and one person holds such offices or exercises
such functions, that person may execute the document in more than one capacity
if the document indicates each such capacity.
9
<PAGE>
Section 6.02 Advances. The Corporation may, without a vote of the
------------ --------
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 Corporate Seal. The seal of the Corporation, if any,
------------ --------------
shall be a circular embossed seal having inscribed thereon the name of the
Corporation and the following words:
"Corporate Seal Minnesota".
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall
------------ -----------
be determined by the Board of Directors.
Section 6.05 Amendments. The Board of Directors shall have the
------------ ----------
power to adopt, amend or repeal the By-Laws of the Corporation, subject to the
power of the shareholders to change or repeal the same, provided, however, that
the Board shall not adopt, amend or repeal any By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a By-
Law that increases the number of directors.
<PAGE>
EXHIBIT 3.6
ARTICLES OF INCORPORATION
-------- -- -------------
OF
WILSONS CENTER, INC.
------- ------- ----
The undersigned, being a natural person of at least eighteen years of age,
does hereby act as incorporator in adopting the following Articles of
Incorporation for the purpose of incorporating a corporation for profit pursuant
to Chapter 302A, Minnesota Statutes.
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is: WILSONS CENTER, INC.
SECOND: The address of the initial registered office of the corporation in
------
the State of Minnesota is c/o United States Corporation Company, Multifoods
Tower, 33 South Sixth Street, Minneapolis 55402, and the name of the initial
registered agent of the corporation at that address is United States Corporation
Company. The said initial registered office is located in the County of
Hennepin.
THIRD: The aggregate number of shares that the corporation has authority
-----
to issue is one hundred, all of which are without par value and are of the same
class and series and are Common shares.
FOURTH: The name and the address of the incorporator are as follows:
------
NAME ADDRESS
---- -------
Janet M. Budhu 375 Hudson Street, 11th Floor
New York, New York 10014
FIFTH: The duration of the corporation shall be perpetual.
-----
SIXTH: The corporation has general business purposes. Without limiting
-----
the generality of such purposes, the corporation has the following purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations incorporated under Chapter 302A, Minnesota
Statutes.
<PAGE>
SEVENTH: No shareholder entitled to vote in the election of directors
-------
shall be entitled as of right to cumulative voting in any such election.
EIGHTH: Any action required or permitted to be taken at a meeting of the
------
Board of Directors of the corporation, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present.
NINTH: The corporation shall, to the fullest extent permitted by Chapter
-----
302A, Minnesota Statutes, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Chapter
from and against any and all of the expenses, liabilities, or other matters
referred to in or covered by said Chapter.
Signed on December 14, 1995.
I certify that I am authorized to execute this document and I further certify
that I understand that by signing this document,. I am subject to the penalties
of perjury as set forth in Section 609.48, Minnesota Statutes, as if I had
signed this document under oath.
/s/ Janet M. Budhu
---------------------------
Janet M. Budhu,Incorporator
<PAGE>
STATE OF MINNESOTA #5
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
Wilsons Center, Inc.
----------------------------------------------------------------------------
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A POST OFFICE BOX IS NOT ACCEPTABLE.
7401 Boone Avenue North Brooklyn Park MN 55428
----------------------------------------------------------------------------
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
but optional for MINNESOTA corporations):
---------
None
----------------------------------------------------------------------------
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE CORPORATE NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this certificate under oath.
/s/ David L. Rogers
------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Pearl Masloski (612) 391-4452
---------------------------------
please print legibly
________________________________________________________________________________
Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
<PAGE>
EXHIBIT 3.7
BY-LAWS
OF
WILSONS CENTER, INC.
__________________________________
ARTICLE I
ANNUAL MEETING
The annual meeting of the stockholders shall be held in the State of New
York at such time and place as the Board of Directors shall determine.
ARTICLE II
SPECIAL MEETING
Special meeting of the stockholders may be called by the President or a
Vice President, by two members of the Board of Directors, or by holders of 25%
or more of the capital stock.
ARTICLE III
NOTICE OF MEETINGS
Notice of every meeting, whether annual or special, shall be in writing
signed by an officer of the corporation. Such notice shall state the time when
and place where the meeting is to be held, and a copy shall be served, either
personally or by mail, upon each stockholder of record entitled to vote at such
meeting, not less than ten days before the meeting, unless different notice is
required by statute. Except as otherwise required by statute, published or
written notice in any case may be waived in writing by the stockholders. In the
case of special meetings, written notice of the purposes for which the meeting
is called must be given to each stockholder.
ARTICLE IV
QUORUM
At all stockholders' meetings a quorum shall (save as otherwise provided by
statute) consist of a majority of the stock outstanding and entitled to vote in
person or by proxy.
<PAGE>
ARTICLE V
ELECTION OF DIRECTORS
The number of directors shall be no less than 1 but no more than six.
Directors shall be elected at each annual meeting and shall hold office for one
year and thereafter until their successors are elected and qualify. Vacancies,
however occurring during the year may be filled by a majority of the remaining
directors. Directors need not be stockholders.
ARTICLE VI
MEETING OF DIRECTORS
The board shall meet whenever and wherever called together by the President
or a Vice President upon notice to each director, which need not exceed two
days, and may be held at the office of the corporation, or such other places as
the board may from time to time determine. If any member be where he cannot
conveniently be notified, except where otherwise required by statute, a meeting
held without notice to such member shall be valid, provide h shall thereafter
assent in writing to any proceedings of the meeting. On the written request of
any director, the Secretary shall call a special meeting of the board. A
majority of directors shall constitute a quorum. Whenever the board is
authorized to take any action after notice, such notice may be waived, in
writing, before or after the holding of the meeting by the directors entitled to
such notice.
ARTICLE VII
ELECTION OF OFFICERS
After the election of the directors, the board shall elect a President, one
or more Vice Presidents, a Secretary, and a Treasurer, and the directors may
from time to time appoint such other officers as they deem necessary to serve at
the pleasure of the board. The President and one Vice President shall be elected
from their own number. Except as otherwise provided by statute, any two officers
may be held by the same person.
ARTICLE VIII
POWERS AND DUTIES OF OFFICERS
The President shall preside at all meetings of the Board of Directors, and
shall act as temporary chairman and call to order all meetings of the
stockholders. The term of office of all officers shall be until the next
election of directors and until their respective successors are chosen and
qualified, buy any officer may be removed from office at any time with or
without cause by the Board of Directors. Vacancies in the offices shall be
filled by the Board of
2
<PAGE>
Directors. The officers of the corporation shall have such powers and duties
except as modified by the Board of Directors as generally pertain to their
offices respectively, as well as such powers and duties as from time to time
shall be conferred by the Board of Directors. The Board of Directors are
authorized to select such depositories as they shall deem proper for the funds
of the corporation, and all checks and drafts against such deposited funds shall
be signed by officers or persons to be specified by the Board of Directors.
ARTICLE IX
CERTIFICATES OF STOCK
Certificates of stock shall be numbered and signed in the order in which
they are issued and shall be signed by the President or a Vice President and by
the Secretary of an Assistant Secretary, and the seal of the company shall be
affixed thereto.
ARTICLE X
TRANSFER OF SHARES
Transfers of shares shall be made only upon the books of the company and
only in pursuance of the request of the holder in person, or by the holder of
power of attorney duly executed and filed with the Secretary, and this only on
the surrender to the Secretary of the certificate or certificates of stock.
ARTICLE XI
POWERS OF DIRECTORS
The Board of Directors shall exercise all of the powers of the corporation,
subject to the restrictions imposed by law or by these By-Laws, and they shall
have general management and control of the affairs of the corporation. They
shall set aside from the earnings such sum or sums as in their discretion may
deem advisable for improvements or reserves; they shall declare and pay
dividends out of the surplus profits of the corporation at such times as they
deem proper, and they shall have power to borrow money, to make and issued
notes, bonds and other negotiable and transferable instruments, deeds of trust
and trust agreements. Any of the powers of the board in relation to the ordinary
business of the company may be delegated to any committee, officer or agent upon
such terms as they think fit. All of such powers shall be subject to any
statutory requirement of limitation.
3
<PAGE>
ARTICLE XII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify and save harmless all or any of the
officers and directors of the corporation from and against expenses actually and
necessarily incurred by them in connection with the defense of any action, suit
or proceeding in which any such director or officer by virtue of his office may
be made a party, except if such officer or directors is finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of his duties he shall not be so indemnified and held harmless.
ARTICLE XIII
CORPORATE SEAL
The corporate seal of the corporation shall be in such form as the Board of
Directors shall prescribe.
ARTICLE XIV
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE XV
AMENDMENTS
The directors may make and alter any By-Laws, including any increase or
decrease in the number of directors, provided that the Board of Directors shall
not make or alter any By-Laws fixing their qualification, classifications or
term of office.
4
<PAGE>
Exhibit 3.8
ARTICLES OF INCORPORATION
-------- -- -------------
OF
ROSEDALE WILSONS, INC.
-------- -------- ----
The undersigned, being a natural person of full age, does hereby act as
incorporator in adopting the following Articles of Incorporation for the purpose
of incorporating a corporation for profit pursuant to Chapter 302A, Minnesota
Statutes.
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is: ROSEDALE WILSONS, INC.
SECOND: The address of the initial registered office of the corporation in
------
the State of Minnesota is c/o United States Corporation Company, Multifoods
Tower, 33 South Sixth Street, Minneapolis 55402, and the name of the initial
registered agent of the corporation at that address is United States Corporation
Company. The said initial registered office is located in the County of
Hennepin.
THIRD: The aggregate number of shares that the corporation has authority
-----
to issue is one hundred, all of which are without par value and are of the same
class and series and are Common shares.
FOURTH: The name and the address of the incorporator are as follows:
------
NAME ADDRESS
---- -------
Maria Rubio 1 Gulf+Western Plaza
New York, New York 10023-7773
FIFTH: The duration of the corporation shall be perpetual.
-----
SIXTH: The corporation has general business purposes. Without limiting
-----
the generality of such purposes, the corporation has the following purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invest, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing
<PAGE>
arrangements, options, franchises, and other rights in respect of, and
generally deal in and with, at wholesale and retail, as principal, and as
sales, business, special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advsior, and in any other lawful capacity,
goods, wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any and all
kinds, together with the components, resultants, and by-products thereof;
to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or
otherwise dispose of, erect, construct, make, alter, enlarge, improve, and
to aid or subscribe toward the construction, acquisition, or improvement of
any factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for the
purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase,
or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works and any
interest or right therein; to take, lease, purchase, or otherwise acquire,
and to own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle, and deal in and dispose of, as principal,
agent, broker, and in any lawful capacity, such personal property,
chattels, chattels real, rights, easements, privileges, choses in action,
notes, bonds, mortgages, and securities as may lawfully be acquired, held,
or disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with, as principal, agent, broker, and in any
lawful capacity, mortgages and other interests in real, personal, and mixed
properties; to carry on a general construction, contracting, building, and
realty management business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of, or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge, or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or
<PAGE>
recognized under the laws of the United States of America or of any
state or subdivision thereof, or of any foreign country or subdivision
thereof, and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations incorporated under Chapter 302A, Minnesota
Statutes.
SEVENTH: No shareholder entitled to vote in the election of directors
-------
shall be entitled as of right to cumulative voting in any such election.
EIGHTH: Any action required or permitted to be taken at a meeting of the
------
Board of Directors of the corporation, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present.
NINTH: The corporation shall, to the fullest extent permitted by Chapter
-----
302A, Minnesota Statutes, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Chapter
from and against any and all of the expenses, liabilities, or other matters
referred to in or covered by said Chapter.
TENTH: The personal liability of the directors of the corporation is
-----
hereby eliminated to the fullest extent permitted by Chapter 302A, Minnesota
Statutes, as the same may be amended and supplemented.
Signed on June 6, 1988.
/s/ Maria Rubio
----------------------------------------
Maria Rubio, Incorporator
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this 6th day of June,
1988 by Maria Rubio.
/s/ Merryl Wiener
----------------------------------------
Notary Public
<PAGE>
ARTICLES OF MERGER
OF
MALL OF AMERICA WILSONS, INC.
AND
ROSEDALE WILSONS, INC.
TO the Secretary of State
State of Minnesota
Pursuant to the provisions of the Minnesota Business Corporation Act governing
the merger of two or more domestic corporations for profit, the corporations
hereinafter named do hereby adopt the following Articles of Merger.
1. The names of the merging corporations are Mall of America Wilsons, Inc.,
which is a corporation for profit organized under the laws of the State of
Minnesota, and which are subject to the provisions of the Minnesota Business
Corporation Act, and Rosedale Wilsons, Inc., which is a corporation for profit
organized under the laws of the State of Minnesota, and which is subject to the
provisions of the Minnesota Business Corporation Act.
2. Annexed hereto and made a part hereof is the Plan of Merger for merging
Mall of America Wilsons, Inc. with and into Rosedale Wilsons, Inc. as approved
by resolution of the directors and as approved by the shareholders of each of
said merging corporations.
3. The Plan of Merger has been approved by Mall of America Wilsons, Inc. and
Rosedale Wilsons, Inc. pursuant to Chapter 302A, Minnesota Statutes.
4. Rosedale Wilsons, Inc. will continue its existence as the surviving
corporation under its present name pursuant to the provisions of the Minnesota
Business Corporation Act.
5. The merger of Mall of America Wilsons, Inc. with and into Rosedale Wilsons,
Inc. shall become effective when the Secretary of State of the State of
Minnesota files these Articles of Merger.
I certify that I am authorized to execute this document and I further certify
that I understand that by signing this document, I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this document under
oath.
<PAGE>
Executed on September 9, 1993.
MALL OF AMERICA WILSONS, INC.
BY:__________________________________________
Vice President
I certify that I am authorized to execute this document and I further certify
that I understand that by signing this document, I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this document under
oath.
Executed on September 9, 1993.
ROSEDALE WILSONS, INC.
BY: /s/ Maureen Richards
----------------------------------------
Secretary
<PAGE>
PLAN OF MERGER
--------------
Plan of Merger approved on September 9, 1993 by Mall of America Wilsons,
Inc., which is a corporation for profit organized under the laws of the State of
Minnesota, and which is subject to the provisions of the Minnesota Business
Corporation Act, by resolutions adopted by its Board of Directors on said date,
and approved on September 10, 1993 by Rosedale Wilsons, Inc., which is a
corporation for profit organized under the laws of the State of Minnesota, and
which is subject to the provisions of the Minnesota Business Corporation Act, by
resolutions adopted by its Board of Directors on said date.
1. Mall of America Wilsons, Inc. and Rosedale Wilsons, Inc. shall, pursuant to
the provisions of the Minnesota Business Corporation Act, be merged with and
into a single corporation, to wit, Rosedale Wilsons, Inc., which sometimes
hereinafter shall be referred to as the "surviving corporation", and which shall
continue to exist as said surviving corporation under the name Rosedale Wilsons,
Inc. pursuant to the provisions of the Minnesota Business Corporation Act. The
separate existence of Mall of America Wilsons, Inc., which is sometimes
hereinafter referred to as the "terminating corporation", shall cease upon said
effective date in accordance with the provisions of said Minnesota Business
Corporation Act.
2. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger shall continue to be the Articles of Incorporation
of said surviving corporation and shall continue in full force and effect until
amended and changed in the manner prescribed by the provisions of the Minnesota
Business Corporation Act.
3. The bylaws of the surviving corporation as in force and effect upon the
effective date of the merger shall continue to be the bylaws of said surviving
corporation and shall continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the Minnesota Business Corporation Act.
4. The directors and officers in office of the surviving corporation upon the
effective date of the merger shall continue to be the members of the Board of
Directors and the officers of the surviving corporation, all of whom shall hold
their directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the surviving corporation.
5. Each issued share of the terminating corporation shall, upon the effective
date of the merger, be converted into 100 shares of the surviving corporation
and the issued shares of the terminating corporation shall, by virtue of said
merger, be automatically cancelled. The issued shares of the surviving
corporation shall not be converted or exchanged in any manner, but each share
which is issued as of the effective date of the merger shall continue to
represent issued shares of the surviving corporation.
6. The Plan of Merger herein made and approved shall be submitted to the
shareholders entitled to vote thereon of the terminating corporation and of the
surviving corporation for their
<PAGE>
approval or rejection in the manner prescribed by the provisions of the
Minnesota Business Corporation Act.
7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the terminating corporation and of the
surviving corporation in the manner prescribed by the provisions of the
Minnesota Business Corporation Act, the terminating corporation and the
surviving corporation hereby stipulate that they will cause to be executed and
filed and/or recorded any document or documents prescribed by the laws of the
State of Minnesota, and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.
9. The merger herein provided for shall become effective upon the date upon
which the Articles of Merger are filed with the Secretary of State of the State
of Minnesota.
<PAGE>
WRITTEN CONSENT OF THE
SOLE SHAREHOLDER
OF
ROSEDALE WILSONS, INC.
The undersigned, being the sole shareholder of Rosedale Wilsons, Inc., a
Minnesota corporation (the "Corporation"), does hereby consent to the following
action and adopt the following resolutions:
WHEREAS, the Corporation and Mall of America Wilsons, Inc. have
entered into a Plan of Merger, pursuant to which Mall of America
Wilsons, Inc. will be merged with and into the Corporation; and
WHEREAS, pursuant to the Plan of Merger, all the shares of common
stock, no par value (the "Common Stock"), of Mall of America Wilsons,
Inc. issued and outstanding immediately prior to the effectiveness of
the Merger, will upon and by virtue of the Merger be automatically
cancelled and converted into the same number of shares of Common Stock
of the Corporation; and
WHEREAS, the Board of Directors of the Corporation determined that the
Merger is in the best interests of the Corporation and submitted the
Plan of Merger to the sole shareholder for its approval and
recommended that the Plan of Merger be approved and adopted;
NOW, THEREFORE, BE IT RESOLVED, that the shareholder of the
Corporation hereby approves the Plan of Merger, substantially upon the
terms and provisions and subject to the conditions set forth in the
Plan of Merger.
<PAGE>
This writing shall be filed with the records of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this consent on this 9th
day of September, 1993.
MELVILLE CORPORATION,
a New York Corporation
BY: /s/ Arthur V. Richards
---------------------------------------------
Arthur V. Richards
Vice President & Secretary
<PAGE>
WRITTEN CONSENT OF THE
SOLE SHAREHOLDER
OF
MALL OF AMERICA WILSONS, INC.
The undersigned, being the sole shareholder of Mall of America Wilsons,
Inc., a Minnesota corporation (the "Corporation"), does hereby consent to the
following action and adopt the following resolutions:
WHEREAS, the Corporation and Rosedale Wilsons, Inc. have entered into
a Plan of Merger, pursuant to which the Corporation will be merged
with and into Rosedale Wilsons, Inc.; and
WHEREAS, pursuant to the Plan of Merger, all the shares of common
stock, no par value (the "Common Stock"), of the Corporation issued
and outstanding immediately prior to the effectiveness of the Merger,
will upon and by virtue of the Merger be automatically cancelled and
converted into the same number of shares of Common Stock of Rosedale
Wilsons, Inc.; and
WHEREAS, the Board of Directors of the Corporation determined that the
Merger is in the best interests of the Corporation and submitted the
Plan of Merger to the sole shareholder for its approval and
recommended that the Plan of Merger be approved and adopted;
NOW, THEREFORE, BE IT RESOLVED, that the shareholder of the
Corporation hereby approves the Plan of Merger, substantially upon the
terms and provisions and subject to the conditions set forth in the
Plan of Merger.
<PAGE>
This writing shall be filed with the records of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this consent on this 17th
day of February, 1993.
ROSEDALE WILSONS, INC.
a Minnesota Corporation
BY: /s/ Maureen Richards
---------------------------------------------
Maureen Richards
Secretary
<PAGE>
STATE OF MINNESOTA #5
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
Rosedale Wilsons, Inc.
---------------------------------------------------------------------------
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A POST OFFICE BOX IS NOT
ACCEPTABLE.
405 Second Avenue South Minneapolis MN 55401
---------------------------------------------------------------------------
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
but optional for MINNESOTA corporations):
---------
C T Corporation System Inc.
---------------------------------------------------------------------------
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE CORPORATE NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this certificate under oath.
/s/ Kristen Tirrell
- ---------------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Kristen Tirrell (800) 225-2034
---------------------------------
please print legibly
________________________________________________________________________________
Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
<PAGE>
STATE OF MINNESOTA #5
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
Rosedale Wilsons, Inc.
---------------------------------------------------------------------------
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A POST OFFICE BOX IS NOT
ACCEPTABLE.
7401 Boone Avenue North Brooklyn Park MN 55428
---------------------------------------------------------------------------
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
but optional for MINNESOTA corporations):
---------
None
---------------------------------------------------------------------------
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE CORPORATE NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this certificate under oath.
/s/ David L. Rogers
- ------------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Pearl Masloski (612) 391-4452
---------------------------------
please print legibly
________________________________________________________________________________
Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
<PAGE>
Exhibit 3.9
AMENDED AND RESTATED BY-LAWS
OF
ROSEDALE WILSONS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
SHAREHOLDERS 1
- ---------------
1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 2
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Voting Rights 2
1.09 Proxies 2
1.10 Quorum 3
1.11 Acts of Shareholders 3
1.12 Action Without a Meeting 3
DIRECTORS 3
- ---------
2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 4
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum 4
2.09 Acts of Board 5
2.10 Participation by Electronic Communications 5
2.11 Absent Directors 5
2.12 Action Without a Meeting 5
2.13 Committees 5
2.14 Special Litigation Committee 6
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
2.15 Compensation 6
OFFICERS 6
- --------
3.01 Number and Designation 6
3.02 Chief Executive Officer 6
3.03 Chief Financial Officer 6
3.04 President 6
3.05 Vice Presidents 7
3.06 Secretary 7
3.07 Treasurer 7
3.08 Authority and Duties 7
3.09 Term 7
3.10 Salaries 7
INDEMNIFIACTION 8
- ---------------
4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
- ------
5.01 Certificated and Uncertificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
- -------------
6.01 Execution of Instruments 9
6.02 Advances 10
6.03 Corporate Seal 10
6.04 Fiscal Year 10
6.05 Amendments 10
</TABLE>
This Table of Contents is not part of the By-Laws of the Corporation. It
is intended merely to aid in the utilization of the By-Laws
-ii-
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF
ROSEDALE WILSONS, INC.
SHAREHOLDERS
------------
Section 1.01 Place of Meetings. Each meeting of the shareholders
------------ -----------------
shall be held at the principal executive office of the Corporation or at such
other place as may be designated by the Board of Directors or the Chief
Executive Officer; provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the county where the
principal executive office of the Corporation is located.
Section 1.02 Regular Meetings. Regular meetings of the shareholders
------------ ----------------
may be held on an annual or other less frequent basis as determined by the Board
of Directors; provided, however, that if a regular meeting has not been held
during the immediately preceding 15 months, a shareholder or shareholders
holding three percent or more of the voting power of all shares entitled to vote
may demand a regular meeting of shareholders by written demand given to the
Chief Executive Officer or Chief Financial Officer of the Corporation. At each
regular meeting the shareholders shall elect qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six months after the date of the meeting and may transact any
other business, provided, however, that no business with respect to which
special notice is required by law shall be transacted unless such notice shall
have been given.
Section 1.03 Special Meetings. A special meeting of the
------------ ----------------
shareholders may be called for any purpose or purposes at any time by the Chief
Executive Officer; by the Chief Financial Officer; by the Board of Directors or
any two or more members thereof; or by one or more shareholders holding not less
than ten percent of the voting power of all shares of the Corporation entitled
to vote (except that a special meeting for the purpose of considering any action
to directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board for that
purpose, must be called by shareholders holding not less than 25 percent of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days
------------ -------------------------------------
after receipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of Directors of the Corporation
to cause a special or regular meeting of shareholders, as the case may be, to be
duly called and held on notice no later than 90 days after receipt of such
demand. If the Board fails to cause such a meeting to be called and held as
required by this
<PAGE>
Section, the shareholder or shareholders making the demand may
call the meeting by giving notice as provided in Section 1.06 hereof at the
expense of the Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be
------------ ------------
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.
Section 1.06 Notice of Meetings. Unless otherwise required by law,
------------ ------------------
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in Section
1.05 or as otherwise permitted by law. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting.
Section 1.07 Waiver of Notice. A shareholder may waive notice of
------------ ----------------
the date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 1.08 Voting Rights. Subdivision 1. A shareholder shall
------------ -------------
have one vote for each share held which is entitled to vote. Except as
otherwise required by law, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder
votes without designating the proportion or number of shares voted in a
particular way, the shareholder is deemed to have voted all of the shares in
that way.
Subdivision 2. The Board of Directors may fix a date not more than 60
days before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and entitled to
vote at the meeting. When a date is so fixed, only shareholders on that date are
entitled to notice of and permitted to vote at that meeting of shareholders.
Section 1.09 Proxies. A shareholder may cast or authorize the
------------ -------
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission, provided that the
Corporation has no reason to believe that the telegram, cablegram or other
electronic transmission was not authorized by the shareholder. Any copy,
facsimile, telecommunication or other reproduction of the original of either the
writing or transmission may be used in lieu of the original, provided that it is
a complete and legible reproduction of the entire original.
2
<PAGE>
Section 1.10 Quorum. The holders of a majority of the voting power
------------ ------
of the shares entitled to vote at a shareholders meeting are a quorum for the
transaction of business. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though the withdrawal of a number of the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 1.11 Acts of Shareholders. Subdivision 1. Except as
------------ ---------------------
otherwise required by law or specified in the Articles of Incorporation of the
Corporation, the shareholders shall take action by the affirmative vote of the
holders of the greater of (a) a majority of the voting power of the shares
present and entitled to vote on that item of business or (b) a majority of the
voting power of the minimum number of shares entitled to vote that would
constitute a quorum for the transaction of business at a duly held meeting of
shareholders.
Subdivision 2. A shareholder voting by proxy authorized to vote on
less than all items of business considered at the meeting shall be considered to
be present and entitled to vote only with respect to those items of business for
which the proxy has authority to vote. A proxy who is given authority by a
shareholder who abstains with respect to an item of business shall be considered
to have authority to vote on that item of business.
Section 1.12 Action Without a Meeting. Any action required or
------------ ------------------------
permitted to be taken at a meeting of the shareholders of the Corporation may be
taken without a meeting by written action signed by all of the shareholders
entitled to vote on that action. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time is
provided in the written action.
DIRECTORS
---------
Section 2.01 Number; Qualifications. Except as authorized by the
------------ ----------------------
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of one or more directors. Directors shall
be natural persons. The shareholders at each regular meeting shall determine
the number of directors to constitute the Board, provided that thereafter the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term
------------ ----
that expires at the next regular meeting of the shareholders. A director shall
hold office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors
------------ ---------
resulting from the death, resignation, removal or disqualification of a director
may be filled by the affirmative vote of a majority of the remaining members of
the Board, though less than a quorum. Vacancies on the
3
<PAGE>
Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time such
directorships are created. Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the shareholders at the next
regular meeting or at any special meeting duly called for that purpose.
Section 2.04 Place of Meetings. Each meeting of the Board of
------------ -----------------
Directors shall be held at the principal executive office of the Corporation or
at such other place as may be designated from time to time by a majority of the
members of the Board or by the Chief Executive Officer. A meeting may be held
by conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.
Section 2.05 Regular Meetings. Regular meetings of the Board of
------------ ----------------
Directors for the election of officers and the transaction of any other business
shall be held without notice at the place of and immediately after each regular
meeting of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of
------------ ----------------
Directors may be called for any purpose or purposes at any time by any member of
the Board by giving not less than two days' notice to all directors of the date,
time and place of the meeting, provided that when notice is mailed, at least
four days' notice shall be given. The notice need not state the purpose of the
meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings.
------------ -------------------------------------- --------
Subdivision 1. A director of the Corporation may waive notice of the date, time
and place of a meeting of the Board. A waiver of notice by a director entitled
to notice is effective whether given before, at or after the meeting, and
whether given in writing, orally or by attendance. Attendance by a director at a
meeting is a waiver of notice of that meeting, unless the director objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and thereafter does not participate in the
meeting.
Subdivision 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other than
by announcement at the meeting at which adjournment is taken of the date, time
and place at which the meeting will be reconvened.
Section 2.08 Quorum. The presence in person of a majority of the
------------ ------
directors currently holding office shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly called or held
meeting is convened, the directors present may continue to transact business
until adjournment, even though the withdrawal of a number of the directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
4
<PAGE>
Section 2.09 Acts of Board. Except as otherwise required by law or
------------ -------------
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.
Section 2.10 Participation by Electronic Communications. A director
------------ ------------------------------------------
may participate in a Board meeting by any means of communication through which
the director, other directors so participating and all directors physically
present at the meeting may simultaneously hear each other during the meeting. A
director so participating shall be deemed present in person at the meeting.
Section 2.11 Absent Directors. A director of the Corporation may
------------ ----------------
give advance written consent or opposition to a proposal to be acted on at a
Board meeting. If the director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as the vote of a director present at the meeting in favor of or against
the proposal and shall be entered in the minutes or other record of action at
the meeting, if the proposal acted on at the meeting is substantially the same
or has substantially the same effect as the proposal to which the director has
consented or objected.
Section 2.12 Action Without a Meeting. An action required or
------------ ------------------------
permitted to be taken at a Board meeting may be taken without a meeting by
written action signed by all of the directors. Any action, other than an action
requiring shareholder approval, if the Articles of Incorporation so provide, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
Section 2.13 Committees. Subdivision 1. A resolution approved by
------------ ----------
the affirmative vote of a majority of the Board may establish committees having
the authority of the Board in the management of the business of the Corporation
only to the extent provided in the resolution. Committees shall be subject at
all times to the direction and control of the Board, except as provided in
Section 2.14 or otherwise provided by law.
Subdivision 2. A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
apply to committees and members of committees to the same extent as those
sections apply to the Board and directors.
5
<PAGE>
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.14 Special Litigation Committee. Pursuant to the
------------ ----------------------------
procedure set forth in Section 2.13, the Board may establish a committee
composed of one or more independent directors or other independent persons to
determine whether it is in the best interests of the Corporation to consider
legal rights or remedies of the Corporation and whether those rights and
remedies should be pursued. The committee, once established, is not subject to
the direction or control of, or (unless required by law) termination by, the
Board. To the extent permitted by law, a vacancy on the committee may be filled
by a majority vote of the remaining committee members. The good faith
determinations of the committee are binding upon the Corporation and its
directors, officers and shareholders to the extent permitted by law. The
committee terminates when it issues a written report of its determinations to
the Board.
Section 2.15 Compensation. The Board may fix the compensation, if
------------ ------------
any, of directors.
OFFICERS
--------
Section 3.01 Number and Designation. The Corporation shall have one
------------ ----------------------
or more natural persons exercising the functions of the offices of Chief
Executive Officer and Chief Financial Officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person.
Section 3.02 Chief Executive Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board; (c)
shall see that all orders and resolutions of the Board are carried into effect;
(d) may maintain records of and certify proceedings of the Board and
shareholders; and (e) shall perform such other duties as may from time to time
be assigned by the Board.
Section 3.03 Chief Financial Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
6
<PAGE>
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.
Section 3.04 President. Unless otherwise determined by the Board of
------------ ---------
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board.
Section 3.05 Vice Presidents. Any one or more Vice Presidents, if
------------ ---------------
any, may be designated by the Board of Directors as Executive Vice Presidents or
Senior Vice Presidents. During the absence or disability of the President, it
shall be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board, be made on
the basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.06 Secretary. The Secretary, unless otherwise determined
------------ ---------
by the Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
Section 3.07 Treasurer. Unless otherwise determined by the Board of
------------ ---------
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board.
Section 3.08 Authority and Duties. In addition to the foregoing
------------ --------------------
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.09 Term. Subdivision 1. All officers of the Corporation
------------ ----
shall hold office until their respective successors are chosen and have
qualified or until their earlier death, resignation or removal.
7
<PAGE>
Subdivision 2. An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without acceptance when
the notice is given to the Corporation, unless a later effective date is
specified in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of Chief Executive Officer or Chief Financial Officer shall, be filled
for the unexpired portion of the term by the Board.
Section 3.10 Salaries. The salaries of all officers of the
------------ --------
Corporation shall be fixed by the Board of Directors or by the Chief Executive
Officer if authorized by the Board.
INDEMNIFICATION
---------------
Section 4.01 Indemnification. The Corporation shall indemnify its
------------ ---------------
officers and directors for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law.
Section 4.02 Insurance. The Corporation may purchase and maintain
------------ ---------
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
SHARES
------
Section 5.01 Certificated and Uncertificated Shares. Subdivision 1.
------------ --------------------------------------
The shares of the Corporation shall be either certificated shares or
uncertificated shares. Each holder of duly issued certificated shares is
entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall
bear the corporate seal, if any, and shall be signed by the Chief Executive
Officer, or the President or any Vice President, and the Chief Financial
Officer, or the Secretary or any Assistant Secretary, but when a certificate is
signed by a transfer agent or a registrar, the signature of any such officer and
the corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent or registrar of the Corporation, the certificate may
be issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.
8
<PAGE>
Subdivision 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of more than
one class or series, set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any shareholder upon request
and without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series authorized
to be issued, so far as they have been determined, and the authority of the
Board to determine the relative rights and preferences of subsequent classes or
series.
Subdivision 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board may
provide that some or all of any or all classes and series of the shares of the
Corporation will be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate is surrendered to
the Corporation.
Section 5.02 Declaration of Dividends and Other Distributions. The
------------ ---------------------------------- -------------
Board of Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by law.
Section 5.03 Transfer of Shares. Shares of the Corporation may be
------------ ------------------
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time,
------------ -----------
not exceeding 60 days preceding the date fixed for the payment of any dividend
or other distribution, as a record date for the determination of the
shareholders entitled to receive payment of such dividend or other distribution,
and in such case only shareholders of record on the date so fixed shall be
entitled to receive payment of such dividend or other distribution,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed.
MISCELLANEOUS
-------------
Section 6.01 Execution of Instruments. Subdivision 1. All deeds,
------------ ------------------------
mortgages, bonds, checks, contracts and other instruments pertaining to the
business and affairs of the Corporation shall be signed on behalf of the
Corporation by the Chief Executive Officer, or the President, or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding
different offices or functions and one person holds such offices or exercises
such functions, that person may execute the document in more than one capacity
if the document indicates each such capacity.
9
<PAGE>
Section 6.02 Advances. The Corporation may, without a vote of the
------------ --------
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 Corporate Seal. The seal of the Corporation, if any,
------------ --------------
shall be a circular embossed seal having inscribed thereon the name of the
Corporation and the following words:
"Corporate Seal Minnesota".
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall
------------ -----------
be determined by the Board of Directors.
Section 6.05 Amendments. The Board of Directors shall have the
------------ ----------
power to adopt, amend or repeal the By-Laws of the Corporation, subject to the
power of the shareholders to change or repeal the same, provided, however, that
the Board shall not adopt, amend or repeal any By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a By-
Law that increases the number of directors.
10
<PAGE>
EXHIBIT 3.10
ARTICLES OF INCORPORATION
-------------------------
OF
RIVER HILLS WILSONS, INC.
-------------------------
The undersigned, being a natural person of full age, does hereby act as
incorporator in adopting the following Articles of Incorporation for the purpose
of incorporating a corporation for profit pursuant to Chapter 302A, Minnesota
Statutes.
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is: RIVER HILLS WILSONS, INC.
SECOND: The address of the initial registered office of the corporation in
------
the State of Minnesota is c/o United States Corporation Company, Multifoods
Tower, 33 South Sixth Street, Minneapolis 55402, and the name of the initial
registered agent of the corporation at that address is United States Corporation
Company. The said initial registered office is located in the County of
Hennepin.
THIRD: The aggregate number of shares that the corporation has authority
-----
to issue is one hundred, all of which are without par value and are of the same
class and series and are Common shares.
FOURTH: The name and the address of the incorporator are as follows:
------
NAME ADDRESS
---- -------
Athena Togias 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The duration of the corporation shall be perpetual.
-----
SIXTH: The corporation has general business purposes. Without limiting
-----
the generality of such purposes, the corporation has the following purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations incorporated under Chapter 302A, Minnesota
Statutes.
<PAGE>
SEVENTH: No shareholder entitled to vote in the election of directors
-------
shall be entitled as of right to cumulative voting in any such election.
EIGHTH: Any action required or permitted to be taken at a meeting of the
------
Board of Directors of the corporation, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present.
NINTH: The corporation shall, to the fullest extent permitted by Chapter
-----
302A, Minnesota Statutes, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Chapter
from and against any and all of the expenses, liabilities, or other matters
referred to in or covered by said Chapter.
Signed on July 11, 1991
/s/ Athena Togias
-------------------------------
Athena Togias, Incorporator
I certify that I am authorized to execute this document and I further certify
that I understand that by signing this document, I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this document under
oath.
<PAGE>
ARTICLES OF MERGER
OF
RIDGEDALE TANNERY WEST, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of RIDGEDALE TANNERY WEST,
INC., a Minnesota corporation (the "Terminating Corporation"), with and into
RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
RIDGEDALE TANNERY WEST, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
RIDGEDALE TANNERY WEST, INC., a Minnesota corporation (the
"Terminating Corporation"), and RIVER HILLS WILSONS, INC., a Minnesota
corporation ("River Hills"), shall merge into a single corporation pursuant to
Chapter 302A of the Minnesota Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporation shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporation shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the States of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the States of Minnesota.
(5) The directors of River Hills immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of River Hills immediately prior to the effectiveness
of the Merger shall be the officers of the Surviving Corporation until their
respective successors are chosen and have qualified or as otherwise provided in
the By-Laws of the Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
ANTELOPE VALLEY WILSONS, INC.
ARDEN FAIR WILSONS, INC.
BALDWIN HILLS WILSONS, INC.
BAYSHORE (C.A.) WILSONS, INC.
CARSON WILSONS, INC.
CHULA VISTA WILSONS, INC.
COUNTY FAIR WILSONS, INC.
DEL AMO BERMANS, INC.
ESCONDIDO WILSONS, INC.
GREAT MALL SNYDER LEATHER OUTLET, INC.
HANFORD WILSONS, INC., LAKEWOOD WILSONS, INC.
LONG BEACH WILSONS, INC., MAIN PLACE WILSONS, INC.
MISSION VALLEY WILSONS, INC., MONTCLAIR WILSONS, INC.
MONTEBELLO WILSONS, INC., NORTHGATE WILSONS, INC.
NORTH COUNTY FAIR TANNERY WEST, INC.
OAKRIDGE WILSONS, INC., PARKWAY PLAZA WILSONS, INC.
SACRAMENTO WILSONS, INC., SAN LEANDRO WILSONS, INC.
SANTA ANITA WILSONS, INC., SANTA MARIA WILSONS, INC.
SANTA ROSA WILSONS, INC., SERRAMONTE WILSONS, INC.
SHERWOOD WILSONS, INC., SIERRA VISTA WILSONS, INC.
SOLANO MALL WILSONS, INC., STONERIDGE TANNERY WEST, INC.
STONEWOOD WILSONS, INC., THE OAKS WILSONS, INC.
TYLER MALL WILSONS, INC., VICTOR VALLEY WILSONS, INC.
WEST COVINA WILSONS, INC. and YUBA CITY WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of ANTELOPE VALLEY
WILSONS, INC., ARDEN FAIR WILSONS, INC., BALDWIN HILLS WILSONS, INC., BAYSHORE
(C.A.) WILSONS, INC., CARSON WILSONS, INC., CHULA VISTA WILSONS, INC., COUNTY
FAIR WILSONS, INC., DEL AMO BERMANS, INC., ESCONDIDO WILSONS, INC., GREAT MALL
SNYDER LEATHER OUTLET, INC., HANFORD WILSONS, INC., LAKEWOOD WILSONS, INC., LONG
BEACH WILSONS, INC., MAIN PLACE WILSONS, INC., MISSION VALLEY WILSONS, INC.,
MONTCLAIR WILSONS, INC., MONTEBELLO WILSONS, INC., NORTHGATE WILSONS, INC.,
NORTH COUNTY FAIR TANNERY WEST, INC., OAKRIDGE WILSONS, INC., PARKWAY PLAZA
WILSONS, INC., SACRAMENTO WILSONS, INC., SAN LEANDRO WILSONS, INC., SANTA ANITA
WILSONS, INC., SANTA MARIA WILSONS, INC., SANTA ROSA WILSONS, INC.,
<PAGE>
SERRAMONTE WILSONS, INC., SHERWOOD WILSONS, INC., SIERRA VISTA WILSONS, INC.,
SOLANO MALL WILSONS, INC., STONERIDGE TANNERY WEST, INC., STONEWOOD WILSONS,
INC., THE OAKS WILSONS, INC., TYLER MALL WILSONS, INC., VICTOR VALLEY WILSONS,
INC., WEST COVINA WILSONS, INC. and YUBA CITY WILSONS, INC., all California
corporations (the "Disappearing Corporations"), with and into RIVER HILLS
WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Agreement and Plan of Merger (the "Plan") is attached hereto
as Exhibit A.
(b) The Plan has been approved by each of the Disappearing
Corporations and the Surviving Corporation pursuant to, respectively, the
General Corporation Law of the State of California and Chapter 302A of the
Minnesota Statutes.
Executed on July 19, 1996.
ANTELOPE VALLEY WILSONS, INC.
ARDEN FAIR WILSONS, INC.
BALDWIN HILLS WILSONS, INC.
BAYSHORE (C.A.) WILSONS, INC.
CARSON WILSONS, INC.
CHULA VISTA WILSONS, INC.
COUNTY FAIR WILSONS, INC.
DEL AMO BERMANS, INC.
ESCONDIDO WILSONS, INC.
GREAT MALL SNYDER LEATHER
OUTLET, INC.
HANFORD WILSONS, INC.
LAKEWOOD WILSONS, INC.
LONG BEACH WILSONS, INC.
MAIN PLACE WILSONS, INC.
MISSION VALLEY WILSONS, INC.
MONTCLAIR WILSONS, INC.
MONTEBELLO WILSONS, INC.
NORTHGATE WILSONS, INC.
NORTH COUNTY FAIR TANNERY
WEST, INC.
OAKRIDGE WILSONS, INC.
PARKWAY PLAZA WILSONS, INC.
SACRAMENTO WILSONS, INC.
SAN LEANDRO WILSONS, INC.
SANTA ANITA WILSONS, INC.
SANTA MARIA WILSONS, INC.
SANTA ROSA WILSONS, INC.
SERRAMONTE WILSONS, INC.
SHERWOOD WILSONS, INC.
<PAGE>
SIERRA VISTA WILSONS, INC.
SOLANO MALL WILSONS, INC.
STONERIDGE TANNERY WEST, INC.
STONEWOOD WILSONS, INC.
THE OAKS WILSONS, INC.
TYLER MALL WILSONS, INC.
VICTOR VALLEY WILSONS, INC.
WEST COVINA WILSONS, INC.
YUBA CITY WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------
Name: David L. Rogers
Title: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER entered into on July 19, 1996 by and
among ANTELOPE VALLEY WILSONS, INC., ARDEN FAIR WILSONS, INC., BALDWIN HILLS
WILSONS, INC., BAYSHORE (C.A.) WILSONS, INC., CARSON WILSONS, INC., CHULA VISTA
WILSONS, INC., COUNTY FAIR WILSONS, INC., DEL AMO BERMANS, INC., ESCONDIDO
WILSONS, INC., GREAT MALL SNYDER LEATHER OUTLET, INC., HANFORD WILSONS, INC.,
LAKEWOOD WILSONS, INC., LONG BEACH WILSONS, INC., MAIN PLACE WILSONS, INC.,
MISSION VALLEY WILSONS, INC., MONTCLAIR WILSONS, INC., MONTEBELLO WILSONS, INC.,
NORTHGATE WILSONS, INC., NORTH COUNTY FAIR TANNERY WEST, INC., OAKRIDGE WILSONS,
INC., PARKWAY PLAZA WILSONS, INC., SACRAMENTO WILSONS, INC., SAN LEANDRO
WILSONS, INC., SANTA ANITA WILSONS, INC., SANTA MARIA WILSONS, INC., SANTA ROSA
WILSONS, INC., SERRAMONTE WILSONS, INC., SHERWOOD WILSONS, INC., SIERRA VISTA
WILSONS, INC., SOLANO MALL WILSONS, INC., STONERIDGE TANNERY WEST, INC.,
STONEWOOD WILSONS, INC., THE OAKS WILSONS, INC., TYLER MALL WILSONS, INC.,
VICTOR VALLEY WILSONS, INC., WEST COVINA WILSONS, INC. and YUBA CITY WILSONS,
INC., each of which is a corporation incorporated under the laws of the State of
California (collectively, the "Disappearing Corporations"), and RIVER HILLS
WILSONS, INC., which is a corporation incorporated under the laws of the State
of Minnesota ("River Hills").
(1) The Disappearing Corporations and River Hills shall merge into a
single corporation pursuant to the General Corporation Law of the State of
California and Chapter 302A of the Minnesota Statutes on the terms and
conditions set forth below.
(2) The merger of the Disappearing Corporations into River Hills (the
"Merger") shall be effective as of the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(3) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Disappearing Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(4) Upon the effectiveness of the Merger, the corporate existence of
the Disappearing Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
<PAGE>
(5) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Disappearing
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(6) The directors of River Hills immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of River Hills immediately prior to the effectiveness
of the Merger shall be the officers of the Surviving Corporation until their
respective successors are chosen and have qualified or as otherwise provided in
the By-Laws of the Surviving Corporation.
Signed on the date set forth above.
ANTELOPE VALLEY WILSONS, INC.
ARDEN FAIR WILSONS, INC.
BALDWIN HILLS WILSONS, INC.
BAYSHORE (C.A.) WILSONS, INC.
CARSON WILSONS, INC.
CHULA VISTA WILSONS, INC.
COUNTY FAIR WILSONS, INC.
DEL AMO BERMANS, INC.
ESCONDIDO WILSONS, INC.
GREAT MALL SNYDER LEATHER
OUTLET, INC.
HANFORD WILSONS, INC.
LAKEWOOD WILSONS, INC.
LONG BEACH WILSONS, INC.
MAIN PLACE WILSONS, INC.
MISSION VALLEY WILSONS, INC.
MONTCLAIR WILSONS, INC.
MONTEBELLO WILSONS, INC.
NORTHGATE WILSONS, INC.
NORTH COUNTY FAIR TANNERY
WEST, INC.
OAKRIDGE WILSONS, INC.
PARKWAY PLAZA WILSONS, INC.
SACRAMENTO WILSONS, INC.
SAN LEANDRO WILSONS, INC.
SANTA ANITA WILSONS, INC.
SANTA MARIA WILSONS, INC.
SANTA ROSA WILSONS, INC.
<PAGE>
SERRAMONTE WILSONS, INC.
SHERWOOD WILSONS, INC.
SIERRA VISTA WILSONS, INC.
SOLANO MALL WILSONS, INC.
STONERIDGE TANNERY WEST, INC.
STONEWOOD WILSONS, INC.
THE OAKS WILSONS, INC.
TYLER MALL WILSONS, INC.
VICTOR VALLEY WILSONS, INC.
WEST COVINA WILSONS, INC.
YUBA CITY WILSONS, INC.
By:/s/ David L. Rogers
------------------------------------
David L. Rogers, President of Each
By:/s/ Jonathan G. Halper
------------------------------------
Jonathan G. Halper, Secretary of Each
Signed on the date set forth above.
RIVER HILLS WILSONS, INC.
By:/s/ David L. Rogers
------------------------------------
David L. Rogers, President
By:/s/ Jonathan G. Halper
------------------------------------
Jonathan G. Halper, Secretary
<PAGE>
ARTICLES OF MERGER
OF
BOULDER WILSONS, INC.
FOOTHILLS WILSONS, INC.
SOUTHWEST PLAZA WILSONS, INC.
WESTMINSTER (COLO.) WILSONS, INC.
AND
WILSONS/GEORGETOWN LEATHER DESIGN OF DENVER, CO., INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of BOULDER WILSONS, INC.,
FOOTHILLS WILSONS, INC., SOUTHWEST PLAZA WILSONS, INC., WESTMINSTER (COLO.)
WILSONS, INC. and WILSONS/GEORGETOWN LEATHER DESIGN OF DENVER, CO., INC., all
Colorado Corporations (the "Terminating Corporations"), with and into RIVER
HILLS WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(B) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, the Colorado Business
Corporation Act and Chapter 302a of the Minnesota Statutes.
Executed on: July 19, 1996
BOULDER WILSONS, INC.
FOOTHILLS WILSONS, INC.
SOUTHWEST PLAZA WILSONS, INC.
WESTMINSTER (COLO.) WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF DENVER, CO., INC.
By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Capacity: President of Each
<PAGE>
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
---------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BOULDER WILSONS, INC., FOOTHILLS WILSONS, INC., SOUTHWEST PLAZA
WILSONS, INC., WESTMINSTER (COLO.) WILSONS, INC. and WILSONS/GEORGETOWN LEATHER
DESIGN OF DENVER, CO., INC., all Colorado corporations (the "Terminating
Corporations"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to the Colorado Business
Corporation Act and Chapter 302a of the Minnesota Statutes upon the following
terms and conditions:
(1) The Merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
river hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
BELLIS FAIR WILSONS, INC.
CASCADE MALL WILSONS, INC.
GREAT NORTHWEST BERMANS OUTLET, INC.
KELSO WILSONS, INC.
KITSAP MALL WILSONS, INC.
NORTHTOWN WILSONS, INC.
SOUTH HILL (WA) WILSONS, INC.
TACOMA WILSONS, INC.
VANCOUVER MALL WILSONS, INC.
AND
YAKIMA WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of BELLIS FAIR WILSONS, INC.,
CASCADE MALL WILSONS, INC., GREAT NORTHWEST BERMANS OUTLET, INC., KELSO WILSONS,
INC., KITSAP MALL WILSONS, INC., NORTHTOWN WILSONS, INC., SOUTH HILL (WA)
WILSONS, INC., TACOMA WILSONS, INC., VANCOUVER WILSONS, INC. and YAKIMA WILSONS,
INC., all Washington corporations (the "Terminating Corporations"), with and
into RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations
and the Surviving Corporation pursuant to, respectively, the Washington Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
BELLIS FAIR WILSONS, INC.
CASCADE MALL WILSONS, INC.
GREAT NORTHWEST BERMANS
OUTLET, INC.
KELSO WILSONS, INC.
KITSAP MALL WILSONS, INC.
NORTHTOWN WILSONS, INC.
SOUTH HILL (WA) WILSONS, INC.
<PAGE>
TACOMA WILSONS, INC.
VANCOUVER MALL WILSONS, INC.
YAKIMA WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BELLIS FAIR WILSONS, INC., CASCADE MALL WILSONS, INC., GREAT NORTHWEST
BERMANS OUTLET, INC., KELSO WILSONS, INC., KITSAP MALL WILSONS, INC., NORTHTOWN
WILSONS, INC., SOUTH HILL (WA) WILSONS, INC., TACOMA WILSONS, INC., VANCOUVER
MALL WILSONS, INC. and YAKIMA WILSONS, INC., all Washington corporations (the
"Terminating Corporations"), and RIVER HILLS WILSONS, INC., a Minnesota
corporation ("River Hills"), shall merge into a single corporation pursuant to
the Washington Business Corporation Act and Chapter 302A of the Minnesota
Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
AUBURN-MAINE WILSONS, INC.
BANGOR MALL WILSONS, INC.
MAINE MALL WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of AUBURN-MAINE WILSONS,
INC., BANGOR MALL WILSONS, INC. and MAINE MALL WILSONS, INC., all Maine
corporations (the "Terminating Corporations"), with and into RIVER HILLS
WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, the Maine Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
AUBURN-MAINE WILSONS, INC.
BANGOR MALL WILSONS, INC.
MAINE MALL WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
AUBURN-MAINE WILSONS, INC., BANGOR MALL WILSONS, INC. and MAINE MALL
WILSONS, INC., all Maine corporations (the "Terminating Corporations"), and
RIVER HILLS WILSONS, INC., a Minnesota corporation ("River Hills"), shall merge
into a single corporation pursuant to the Maine Business Corporation Act and
Chapter 302A of the Minnesota Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota. Said Articles of
Incorporation and By-Laws are to remain unchanged by the Merger.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
(6) The Surviving Corporation shall assume the assets and liabilities of
the Terminating Corporations.
<PAGE>
ARTICLES OF MERGER
OF
TOWNE EAST WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of TOWNE EAST WILSONS, INC.,
a Kansas corporation (the "Terminating Corporation"), with and into RIVER HILLS
WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Agreement and Plan of Merger (the "Plan") is attached hereto as
Exhibit A.
(b) The Plan has been approved by each of the Termination Corporation and
the Surviving Corporation pursuant to, respectively, the General Corporation
Code of the State of Kansas and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
TOWNE EAST WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
---------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER entered into on July 19, 1996 by and between
TOWNE EAST WILSONS, INC., a Kansas corporation (the "Terminating Corporation"),
and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River Hills").
(1) The Terminating Corporation and River Hills shall merge into a single
corporation pursuant to the General Corporation Code of the State of Kansas and
Chapter 302A of the Minnesota Statutes upon the terms and conditions set forth
below.
(2) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(3) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(4) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(5) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(6) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
(7) Pursuant to K.S.A. 17-6702, River Hills, as the Surviving Corporation,
hereby (i) agrees that it may be served with process in the State of Kansas in
any proceeding for the
<PAGE>
enforcement of any obligation of the Terminating Corporation, as well as for
enforcement of any obligation of the Surviving Corporation arising from the
Merger, including any suit or other proceeding to enforce the right of any
stockholder as determined in appraisal proceedings pursuant to the provisions of
K.S.A. 17-6712 and amendments thereto, and (ii) irrevocably appoints the
Secretary of State of the State of Kansas as its agent to accept service of
process in any such suit or proceeding. The Secretary of State shall mail a
copy of any such process to the Surviving Corporation at 7401 Boone Avenue
North, Brooklyn Park, Minnesota 55428.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be duly executed as of the date first written above.
TOWNE EAST WILSONS, INC.
Attest: /s/ Jonathan G. Halper By: /s/ David L. Rogers
---------------------- --------------------
Name: Jonathan G. Halper Name: David L. Rogers
Title: Secretary Title: President
RIVER HILLS WILSONS, INC.
Attest: /s/ Jonathan G. Halper By: /s/ David L. Rogers
---------------------- ---------------------
Name: Jonathan G. Halper Name: David L. Rogers
Title: Secretary Title: President
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPI )
I do hereby certify that on July 19, 1996 before me, a Notary Public
authorized to perform notarial acts in the State and County aforesaid,
personally appeared David L. Rogers, to me known to be one of the persons who
executed the foregoing instrument, and the said David L. Rogers acknowledged to
me that he signed said instrument as President of TOWNE EAST WILSONS, INC., a
corporation incorporated under the laws of the State of Kansas, and that his
signing was on behalf of said corporation; and I do further certify that at the
same time personally appeared Jonathan G. Halper, to me known to be another of
the persons who executed the foregoing instrument, and the said Jonathan G.
Halper acknowledged to me that he attested said instrument as Secretary of said
corporation and upon its behalf.
<PAGE>
GIVEN under my hand and official seal on the day and year aforesaid.
By: /s/ Amy M. Greene
------------------------------------
[notarial seal] Notary Public
Commission expires: 1/31/00
--------------------
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
I do hereby certify that on July 19, 1996 before me, a Notary Public
authorized to perform notarial acts in the State and County aforesaid,
personally appeared David L. Rogers, to me known to be one of the persons who
executed the foregoing instrument, and the said David L. Rogers acknowledged to
me that he signed said instrument as President of RIVER HILLS WILSONS, INC., a
corporation incorporated under the laws of the State of Minnesota, and that his
signing was on behalf of said corporation; and I do further certify that at the
same time personally appeared Jonathan G. Halper, to me known to be another of
the persons who executed the foregoing instrument, and the said Jonathan G.
Halper acknowledged to me that he attested said instrument as Secretary of said
corporation and upon its behalf.
GIVEN under my hand and official seal on the day and year aforesaid.
By: /s/ Amy M. Greene
------------------------------------
[notarial seal] Notary Public
Commission expires: 1/31/00
--------------------
<PAGE>
Certification by Secretary of
TOWNE EAST WILSONS, INC.
The undersigned, being the Secretary of TOWNE EAST WILSONS, INC., does
hereby certify that the foregoing Agreement and Plan of Merger was approved and
adopted by unanimous written consent of the directors and sole shareholder of
said corporation in lieu of a meeting given in accordance with the provisions
of, respectively, K.S.A. 17-6301 and K.S.A. 17-6518.
Dated: July 19, 1996 /s/ Jonathan G. Halper
----------------------------------------
Jonathan G. Halper
Certification by Secretary of
RIVER HILLS WILSONS, INC.
The undersigned, being the Secretary of RIVER HILLS WILSONS, INC., does
hereby certify that the foregoing Agreement and Plan of Merger was approved and
adopted by unanimous written consent of the directors and sole shareholder of
said corporation in lieu of a meeting given in accordance with, respectively,
Section 302A.239 and Section 302A.441 of the Minnesota Statutes.
Dated: July 19, 1996 /s/ Jonathan G. Halper
----------------------------------------
Jonathan G. Halper
<PAGE>
ARTICLES OF MERGER
OF
CROSSROADS WILSONS, INC.
AND
OAKVIEW WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of CROSSROADS WILSONS, INC.
and OAKVIEW WILSONS, INC., all Nebraska corporations (the "Terminating
Corporations"), with and into RIVER HILLS WILSONS, INC., a Minnesota corporation
(the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations
and the Surviving Corporation pursuant to, respectively, the Business
Corporation Act of the State of Nebraska and Chapter 302A of the Minnesota
Statutes.
Executed on July 19, 1996
CROSSROADS WILSONS, INC.
OAKVIEW WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------------
Name: David L. Rogers
Capacity: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
CROSSROADS WILSONS, INC. and OAKVIEW WILSONS, INC., all Nebraska
corporations (the "Terminating Corporations"), and RIVER HILLS WILSONS, INC., a
Minnesota corporation ("River Hills"), shall merge into a single corporation
pursuant to the Business Corporation Act of the State of Nebraska and Chapter
302A of the Minnesota Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
ROGUE VALLEY WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of ROGUE VALLEY WILSONS,
INC., an Oregon corporation (the "Terminating Corporation"), with and into RIVER
HILLS WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to, respectively, the Business Corporation
Act of the State of Oregon and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
ROGUE VALLEY WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
ROGUE VALLEY WILSONS, INC., an Oregon corporation (the "Terminating
Corporation"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to the Business
Corporation Act of the State of Oregon and Chapter 302A of the Minnesota
Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
CARBONDALE, IL., WILSONS, INC.
CENTURY CITY WILSONS, INC.
CHARLESTOWNE WILSONS, INC.
CHICAGO RIDGE WILSONS, INC.
CHICAGO YARD WILSONS, INC.
FORD CITY PELLE CUIR, INC.
GOLF MILL WILSONS, INC.
GURNEE MILLS BERMANS OUTLET, INC.
MACHESNEY WILSONS, INC.
ORLAND SQ. WILSONS, INC.
RANDHURST WILSONS, INC.
SPRING HILL WILSONS, INC.
STRATFORD SQUARE WILSONS, INC.
AND
TOUHY AVENUE PELLE CUIR, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of CARBONDALE, IL., WILSONS,
INC., CENTURY CITY WILSONS, INC., CHARLESTOWNE WILSONS, INC., CHICAGO RIDGE
WILSONS, INC., CHICAGO YARD WILSONS, INC., FORD CITY PELLE CUIR, INC., GOLF MILL
WILSONS, INC., GURNEE MILLS BERMANS OUTLET, INC., MACHESNEY WILSONS, INC.,
ORLAND SQ. WILSONS, INC., RANDHURST WILSONS, INC., SPRING HILL WILSONS, INC.,
STRATFORD SQUARE WILSONS, INC. and TOUHY AVENUE PELLE CUIR, INC., all Illinois
corporations (the "Terminating Corporations"), with and into RIVER HILLS
WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, the Business Corporation
Act of 1983 of the State of Illinois and Chapter 302A of the Minnesota Statutes.
<PAGE>
Executed on July 19, 1996.
CARBONDALE, IL., WILSONS, INC.
CENTURY CITY WILSONS, INC.
CHARLESTOWNE WILSONS, INC.
CHICAGO RIDGE WILSONS, INC.
CHICAGO YARD WILSONS, INC.
FORD CITY PELLE CUIR, INC.
GOLF MILL WILSONS, INC.
GURNEE MILLS BERMANS OUTLET, INC.
MACHESNEY WILSONS, INC.
ORLAND SQ. WILSONS, INC.
RANDHURST WILSONS, INC.
SPRING HILL WILSONS, INC.
STRATFORD SQUARE WILSONS, INC.
TOUHY AVENUE PELLE CUIR, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Capacity: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
CARBONDALE, IL., WILSONS, INC., CENTURY CITY WILSONS, INC., CHARLESTOWNE
WILSONS, INC., CHICAGO RIDGE WILSONS, INC., CHICAGO YARD WILSONS, INC., FORD
CITY PELLE CUIR, INC., GOLF MILL WILSONS, INC., GURNEE MILLS BERMANS OUTLET,
INC., MACHESNEY WILSONS, INC., ORLAND SQ. WILSONS, INC., RANDHURST WILSONS,
INC., SPRING HILL WILSONS, INC., STRATFORD SQUARE WILSONS, INC. and TOUHY AVENUE
PELLE CUIR, INC., all Illinois corporations (the "Terminating Corporations"),
and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River Hills"), shall
merge into a single corporation pursuant to the Business Corporation Act of 1983
of the State of Illinois and Chapter 302A of the Minnesota Statutes upon the
following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, since each of the Terminating
Corporations is a wholly-owned subsidiary of River Hills, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
RUSHMORE MALL WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of RUSHMORE MALL WILSONS,
INC., a South Dakota corporation (the "Terminating Corporation"), with and into
RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to, respectively, the South Dakota Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
RUSHMORE MALL WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
RUSHMORE MALL WILSONS, INC., a South Dakota corporation (the "Terminating
Corporation"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to the South Dakota
Business Corporation Act and Chapter 302A of the Minnesota Statutes upon the
following terms and conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the later of the time Articles of Merger
embracing this Plan of Merger are filed with the South Dakota Secretary of State
and the time Articles of Merger embracing this Plan of Merger are filed with the
Minnesota Secretary of State.
(2) River Hills shall be the surviving corporation following the Merger
(the "Surviving Corporation").
(3) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(4) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(5) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until further
amended in accordance with the laws of the State of Minnesota.
(6) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
CROSSROADS WILSONS, INC.
FASHION PLACE WILSONS, INC.
LAYTON HILLS WILSONS, INC.
AND
UNIVERSITY MALL WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of CROSSROADS WILSONS, INC.,
FASHION PLACE WILSONS, INC., LAYTON HILLS WILSONS, INC. and UNIVERSITY MALL
WILSONS, INC., all Utah corporations (the "Terminating Corporations"), with and
into RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, the Utah Revised Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
CROSSROADS WILSONS, INC.
FASHION PLACE WILSONS, INC.
LAYTON HILLS WILSONS, INC.
UNIVERSITY MALL WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
CROSSROADS WILSONS, INC., FASHION PLACE WILSONS, INC., LAYTON HILLS
WILSONS, INC. and UNIVERSITY MALL WILSONS, INC., all Utah corporations (the
"Terminating Corporations"), and RIVER HILLS WILSONS, INC., a Minnesota
corporation ("River Hills"), shall merge into a single corporation upon the
following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
CORONADO WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of CORONADO WILSONS, INC., a
New Mexico corporation (the "Terminating Corporation"), with and into RIVER
HILLS WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to, respectively, the Business Corporation
Act of the State of New Mexico and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
CORONADO WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
CORONADO WILSONS, INC., a New Mexico corporation (the "Terminating
Corporation"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to the Business
Corporation Act of the State of New Mexico and Chapter 302A of the Minnesota
Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
FOX RUN WILSONS, INC.
MALL OF MANCHESTER WILSONS, INC.
PHEASANT WILSONS, INC.
ROCKINGHAM PARK WILSONS, INC.
AND
STEEPLEGATE WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of FOX RUN WILSONS, INC.,
MALL OF MANCHESTER WILSONS, INC., PHEASANT WILSONS, INC., ROCKINGHAM PARK
WILSONS, INC. and STEEPLEGATE WILSONS, INC., all New Hampshire corporations (the
"Terminating Corporations"), with and into RIVER HILLS WILSONS, INC., a
Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, the New Hampshire Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
FOX RUN WILSONS, INC.
MALL OF MANCHESTER WILSONS, INC.
PHEASANT WILSONS, INC.
ROCKINGHAM PARK WILSONS, INC.
STEEPLEGATE WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President of Each
<PAGE>
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
FOX RUN WILSONS, INC., MALL OF MANCHESTER WILSONS, INC., PHEASANT WILSONS,
INC., ROCKINGHAM PARK WILSONS, INC. and STEEPLEGATE WILSONS, INC., each being a
New Hampshire corporation (the "Terminating Corporations"), and RIVER HILLS
WILSONS, INC., a Minnesota corporation ("River Hills"), shall merge into a
single corporation pursuant to the New Hampshire Business Corporation Act and
Chapter 302A of the Minnesota Statutes upon the following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
BOISE WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of BOISE WILSONS, INC., an
Idaho corporation (the "Terminating Corporation"), with and into RIVER HILLS
WILSONS, INC., a Minnesota corporation (the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to, respectively, the Idaho Business
Corporation Act and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
BOISE WILSONS, INC.
BY: /s/ David L. RogerS
------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BOISE WILSONS, INC., an Idaho corporation (the "Terminating Corporation"),
and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River Hills"), shall
merge into a single corporation pursuant to the Idaho Business Corporation Act
and Chapter 302A of the Minnesota Statutes upon the following terms and
conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
BOULEVARD MALL WILSONS, INC.
AND
PARK LANE WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of BOULEVARD MALL WILSONS,
INC. and PARK LANE WILSONS, INC., all Nevada corporations (the "Terminating
Corporations"), with and into RIVER HILLS WILSONS, INC., a Minnesota corporation
(the "Surviving Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, Chapter 92A of the Nevada
Revised Statutes and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
BOULEVARD MALL WILSONS, INC.
PARK LANE WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BOULEVARD MALL WILSONS, INC. and PARK LANE WILSONS, INC., each a Nevada
corporation governed by the General Corporation Law of the State of Nevada (the
"Terminating Corporations"), and RIVER HILLS WILSONS, INC., a Minnesota
corporation governed by the Minnesota Business Corporation Act ("River Hills"),
shall merge into a single corporation pursuant to Chapter 92A of the Nevada
Revised Statutes and Chapter 302A of the Minnesota Statutes upon the following
terms and conditions:
(1) The address of the principal place of business of each of the
Terminating Corporations and River Hills is 400 South Highway 169, St. Louis
Park, Minnesota 55426. The place of organization, governing law and kind of
entity of each of the Terminating Corporations and River Hills are set forth
above.
(2) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(3) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(4) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(5) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(6) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
METRO WILSONS, INC.
PARADISE VALLEY WILSONS, INC.
SCOTTSDALE WILSONS, INC.
AND
TUCSON MALL WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of METRO WILSONS, INC.,
PARADISE VALLEY WILSONS, INC., SCOTTSDALE WILSONS, INC. and TUCSON MALL WILSONS,
INC., all Arizona corporations (the "Terminating Corporations"), with and into
RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporations and
the Surviving Corporation pursuant to, respectively, Title 10 of the Arizona
Revised Statutes and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
METRO WILSONS, INC.
PARADISE VALLEY WILSONS, INC.
SCOTTSDALE WILSONS, INC.
TUCSON MALL WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
METRO WILSONS, INC., PARADISE VALLEY WILSONS, INC., SCOTTSDALE WILSONS,
INC. and TUCSON MALL WILSONS, INC., all Arizona corporations (the "Terminating
Corporations"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to Title 10 of the
Arizona Revised Statutes and Chapter 302A of the Minnesota Statutes upon the
following terms and conditions:
(1) The merger of the Terminating Corporations into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of River Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of River
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Executed on July 19, 1996
METRO WILSONS, INC.
PARADISE VALLEY WILSONS, INC.
SCOTTSDALE WILSONS, INC.
TUCSON MALL WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President of Each
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
ARTICLES OF MERGER
OF
DAKOTA SQUARE WILSONS, INC.
WITH AND INTO
RIVER HILLS WILSONS, INC.
These Articles of Merger relate to the merger of DAKOTA SQUARE WILSONS,
INC., a North Dakota corporation (the "Terminating Corporation"), with and into
RIVER HILLS WILSONS, INC., a Minnesota corporation (the "Surviving
Corporation").
(a) The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
(b) The Plan has been approved by each of the Terminating Corporation and
the Surviving Corporation pursuant to, respectively, Chapter 10-19.1 of the
North Dakota Century Code and Chapter 302A of the Minnesota Statutes.
Executed on July 19, 1996
DAKOTA SQUARE WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
RIVER HILLS WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
DAKOTA SQUARE WILSONS, INC., a North Dakota corporation (the "Terminating
Corporation"), and RIVER HILLS WILSONS, INC., a Minnesota corporation ("River
Hills"), shall merge into a single corporation pursuant to Chapter 10-19.1 of
the North Dakota Century Code and Chapter 302A of the Minnesota Statutes upon
the following terms and conditions:
(1) The merger of the Terminating Corporation into River Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
River Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of River
Hills shall remain outstanding as capital stock of the Surviving Corporation and
shall not be converted or exchanged or in any way modified as a result of the
Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of River Hills,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Minnesota.
(4) The Articles of Incorporation and By-Laws of River Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or River Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Minnesota.
(5) The directors of River Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
River Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
STATE OF MINNESOTA #5
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
River Hills Wilsons, Inc.
---------------------------------------------------------------------------
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A POST OFFICE BOX IS NOT
ACCEPTABLE.
7401 Boone Avenue North Brooklyn Park MN 55428
---------------------------------------------------------------------------
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
optional for MINNESOTA corporations):
---------
None
---------------------------------------------------------------------------
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE CORPORATE NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this certificate under oath.
/s/ David L. Rogers
- -----------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Pearl Masloski (612) 391-4452
--------------------------------
please print legibly
_______________________________________________________________________________
Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
<PAGE>
Exhibit 3.11
AMENDED AND RESTATED BY-LAWS
OF
RIVER HILLS WILSONS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
SHAREHOLDERS 1
- ------------
1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 2
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Voting Rights 2
1.09 Proxies 2
1.10 Quorum 3
1.11 Acts of Shareholders 3
1.12 Action Without a Meeting 3
DIRECTORS 3
- ---------
2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 4
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum 4
2.09 Acts of Board 5
2.10 Participation by Electronic Communications 5
2.11 Absent Directors 5
2.12 Action Without a Meeting 5
2.13 Committees 5
2.14 Special Litigation Committee 6
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
2.15 Compensation 6
OFFICERS 6
- --------
3.01 Number and Designation 6
3.02 Chief Executive Officer 6
3.03 Chief Financial Officer 6
3.04 President 7
3.05 Vice Presidents 7
3.06 Secretary 7
3.07 Treasurer 7
3.08 Authority and Duties 7
3.09 Term 7
3.10 Salaries 8
INDEMNIFICATION 8
- ---------------
4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
- ------
5.01 Certificated and Uncertificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
- -------------
6.01 Execution of Instruments 9
6.02 Advances 10
6.03 Corporate Seal 10
6.04 Fiscal Year 10
6.05 Amendments 10
</TABLE>
This Table of Contents is not part of the By-Laws of the Corporation.
It is intended merely to aid in the
-ii-
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF
RIVER HILLS WILSONS, INC.
SHAREHOLDERS
------------
Section 1.01 Place of Meetings. Each meeting of the shareholders
------------ -----------------
shall be held at the principal executive office of the Corporation or at such
other place as may be designated by the Board of Directors or the Chief
Executive Officer; provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the county where the
principal executive office of the Corporation is located.
Section 1.02 Regular Meetings. Regular meetings of the shareholders
------------ ----------------
may be held on an annual or other less frequent basis as determined by the Board
of Directors; provided, however, that if a regular meeting has not been held
during the immediately preceding 15 months, a shareholder or shareholders
holding three percent or more of the voting power of all shares entitled to vote
may demand a regular meeting of shareholders by written demand given to the
Chief Executive Officer or Chief Financial Officer of the Corporation. At each
regular meeting the shareholders shall elect qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six months after the date of the meeting and may transact any
other business, provided, however, that no business with respect to which
special notice is required by law shall be transacted unless such notice shall
have been given.
Section 1.03 Special Meetings. A special meeting of the
------------ ----------------
shareholders may be called for any purpose or purposes at any time by the Chief
Executive Officer; by the Chief Financial Officer; by the Board of Directors or
any two or more members thereof; or by one or more shareholders holding not less
than ten percent of the voting power of all shares of the Corporation entitled
to vote (except that a special meeting for the purpose of considering any action
to directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board for that
purpose, must be called by shareholders holding not less than 25 percent of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days
------------ -------------------------------------
after receipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of Directors of the Corporation
to cause a special or regular meeting of shareholders, as the case may be, to be
duly called and held on notice no later than 90 days after receipt of such
demand. If the Board fails to cause such a meeting to be called and held as
required by this
<PAGE>
Section, the shareholder or shareholders making the demand may call the meeting
by giving notice as provided in Section 1.06 hereof at the expense of the
Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be
------------ ------------
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.
Section 1.06 Notice of Meetings. Unless otherwise required by law,
------------ ------------------
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in Section
1.05 or as otherwise permitted by law. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting.
Section 1.07 Waiver of Notice. A shareholder may waive notice of
------------ ----------------
the date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 1.08 Voting Rights. Subdivision 1. A shareholder shall
------------ -------------
have one vote for each share held which is entitled to vote. Except as
otherwise required by law, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder
votes without designating the proportion or number of shares voted in a
particular way, the shareholder is deemed to have voted all of the shares in
that way.
Subdivision 2. The Board of Directors may fix a date not more than 60
days before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and entitled to
vote at the meeting. When a date is so fixed, only shareholders on that date
are entitled to notice of and permitted to vote at that meeting of shareholders.
Section 1.09 Proxies. A shareholder may cast or authorize the
------------ -------
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission, provided that the
Corporation has no reason to believe that the telegram, cablegram or other
electronic transmission was not authorized by the shareholder. Any copy,
facsimile, telecommunication or other reproduction of the original of either the
writing or transmission may be used in lieu of the original, provided that it is
a complete and legible reproduction of the entire original.
2
<PAGE>
Section 1.10 Quorum. The holders of a majority of the voting power
------------ ------
of the shares entitled to vote at a shareholders meeting are a quorum for the
transaction of business. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though the withdrawal of a number of the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 1.11 Acts of Shareholders. Subdivision 1. Except as
------------ --------------------
otherwise required by law or specified in the Articles of Incorporation of the
Corporation, the shareholders shall take action by the affirmative vote of the
holders of the greater of (a) a majority of the voting power of the shares
present and entitled to vote on that item of business or (b) a majority of the
voting power of the minimum number of shares entitled to vote that would
constitute a quorum for the transaction of business at a duly held meeting of
shareholders.
Subdivision 2. A shareholder voting by proxy authorized to vote on
less than all items of business considered at the meeting shall be considered to
be present and entitled to vote only with respect to those items of business for
which the proxy has authority to vote. A proxy who is given authority by a
shareholder who abstains with respect to an item of business shall be considered
to have authority to vote on that item of business.
Section 1.12 Action Without a Meeting. Any action required or
------------ ------------------------
permitted to be taken at a meeting of the shareholders of the Corporation may be
taken without a meeting by written action signed by all of the shareholders
entitled to vote on that action. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time is
provided in the written action.
DIRECTORS
---------
Section 2.01 Number; Qualifications. Except as authorized by the
------------ ----------------------
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of one or more directors. Directors shall
be natural persons. The shareholders at each regular meeting shall determine
the number of directors to constitute the Board, provided that thereafter the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term
------------ ----
that expires at the next regular meeting of the shareholders. A director shall
hold office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors
------------ ---------
resulting from the death, resignation, removal or disqualification of a director
may be filled by the affirmative vote of a majority of the remaining members of
the Board, though less than a quorum. Vacancies on the
3
<PAGE>
Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time such
directorships are created. Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the shareholders at the next
regular meeting or at any special meeting duly called for that purpose.
Section 2.04 Place of Meetings. Each meeting of the Board of
------------ -----------------
Directors shall be held at the principal executive office of the Corporation or
at such other place as may be designated from time to time by a majority of the
members of the Board or by the Chief Executive Officer. A meeting may be held
by conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.
Section 2.05 Regular Meetings. Regular meetings of the Board of
------------ ----------------
Directors for the election of officers and the transaction of any other business
shall be held without notice at the place of and immediately after each regular
meeting of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of
------------ ----------------
Directors may be called for any purpose or purposes at any time by any member of
the Board by giving not less than two days' notice to all directors of the date,
time and place of the meeting, provided that when notice is mailed, at least
four days' notice shall be given. The notice need not state the purpose of the
meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings.
------------ -------------------------------------- --------
Subdivision 1. A director of the Corporation may waive notice of the date, time
and place of a meeting of the Board. A waiver of notice by a director entitled
to notice is effective whether given before, at or after the meeting, and
whether given in writing, orally or by attendance. Attendance by a director at a
meeting is a waiver of notice of that meeting, unless the director objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and thereafter does not participate in the
meeting.
Subdivision 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other than
by announcement at the meeting at which adjournment is taken of the date, time
and place at which the meeting will be reconvened.
Section 2.08 Quorum. The presence in person of a majority of the
------------ ------
directors currently holding office shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly called or held
meeting is convened, the directors present may continue to transact business
until adjournment, even though the withdrawal of a number of the directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
4
<PAGE>
Section 2.09 Acts of Board. Except as otherwise required by law or
------------ -------------
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.
Section 2.10 Participation by Electronic Communications. A director
------------ ------------------------------------------
may participate in a Board meeting by any means of communication through which
the director, other directors so participating and all directors physically
present at the meeting may simultaneously hear each other during the meeting. A
director so participating shall be deemed present in person at the meeting.
Section 2.11 Absent Directors. A director of the Corporation may
------------ ----------------
give advance written consent or opposition to a proposal to be acted on at a
Board meeting. If the director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as the vote of a director present at the meeting in favor of or against
the proposal and shall be entered in the minutes or other record of action at
the meeting, if the proposal acted on at the meeting is substantially the same
or has substantially the same effect as the proposal to which the director has
consented or objected.
Section 2.12 Action Without a Meeting. An action required or
------------ ------------------------
permitted to be taken at a Board meeting may be taken without a meeting by
written action signed by all of the directors. Any action, other than an action
requiring shareholder approval, if the Articles of Incorporation so provide, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
Section 2.13 Committees. Subdivision 1. A resolution approved by
------------ ----------
the affirmative vote of a majority of the Board may establish committees having
the authority of the Board in the management of the business of the Corporation
only to the extent provided in the resolution. Committees shall be subject at
all times to the direction and control of the Board, except as provided in
Section 2.14 or otherwise provided by law.
Subdivision 2. A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
apply to committees and members of committees to the same extent as those
sections apply to the Board and directors.
5
<PAGE>
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.14 Special Litigation Committee. Pursuant to the
------------ ----------------------------
procedure set forth in Section 2.13, the Board may establish a committee
composed of one or more independent directors or other independent persons to
determine whether it is in the best interests of the Corporation to consider
legal rights or remedies of the Corporation and whether those rights and
remedies should be pursued. The committee, once established, is not subject to
the direction or control of, or (unless required by law) termination by, the
Board. To the extent permitted by law, a vacancy on the committee may be filled
by a majority vote of the remaining committee members. The good faith
determinations of the committee are binding upon the Corporation and its
directors, officers and shareholders to the extent permitted by law. The
committee terminates when it issues a written report of its determinations to
the Board.
Section 2.15 Compensation. The Board may fix the compensation, if
------------ ------------
any, of directors.
OFFICERS
--------
Section 3.01 Number and Designation. The Corporation shall have one
------------ ----------------------
or more natural persons exercising the functions of the offices of Chief
Executive Officer and Chief Financial Officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person.
Section 3.02 Chief Executive Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board; (c)
shall see that all orders and resolutions of the Board are carried into effect;
(d) may maintain records of and certify proceedings of the Board and
shareholders; and (e) shall perform such other duties as may from time to time
be assigned by the Board.
Section 3.03 Chief Financial Officer. Unless provided otherwise by
------------ -----------------------
a resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
6
<PAGE>
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.
Section 3.04 President. Unless otherwise determined by the Board of
------------ ---------
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board.
Section 3.05 Vice Presidents. Any one or more Vice Presidents, if
------------ ---------------
any, may be designated by the Board of Directors as Executive Vice Presidents or
Senior Vice Presidents. During the absence or disability of the President, it
shall be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board, be made on
the basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.06 Secretary. The Secretary, unless otherwise determined
------------ ---------
by the Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
Section 3.07 Treasurer. Unless otherwise determined by the Board of
------------ ---------
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board.
Section 3.08 Authority and Duties. In addition to the foregoing
------------ --------------------
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.09 Term. Subdivision 1. All officers of the Corporation
------------ ----
shall hold office until their respective successors are chosen and have
qualified or until their earlier death, resignation or removal.
7
<PAGE>
Subdivision 2. An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without acceptance when
the notice is given to the Corporation, unless a later effective date is
specified in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of Chief Executive Officer or Chief Financial Officer shall, be filled
for the unexpired portion of the term by the Board.
Section 3.10 Salaries. The salaries of all officers of the
------------ --------
Corporation shall be fixed by the Board of Directors or by the Chief Executive
Officer if authorized by the Board.
INDEMNIFICATION
---------------
Section 4.01 Indemnification. The Corporation shall indemnify its
------------ ---------------
officers and directors for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law.
Section 4.02 Insurance. The Corporation may purchase and maintain
------------ ---------
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
SHARES
------
Section 5.01 Certificated and Uncertificated Shares. Subdivision 1.
------------ --------------------------------------
The shares of the Corporation shall be either certificated shares or
uncertificated shares. Each holder of duly issued certificated shares is
entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall
bear the corporate seal, if any, and shall be signed by the Chief Executive
Officer, or the President or any Vice President, and the Chief Financial
Officer, or the Secretary or any Assistant Secretary, but when a certificate is
signed by a transfer agent or a registrar, the signature of any such officer and
the corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent or registrar of the Corporation, the certificate may
be issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.
8
<PAGE>
Subdivision 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of more than
one class or series, set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any shareholder upon request
and without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series authorized
to be issued, so far as they have been determined, and the authority of the
Board to determine the relative rights and preferences of subsequent classes or
series.
Subdivision 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board may
provide that some or all of any or all classes and series of the shares of the
Corporation will be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate is surrendered to
the Corporation.
Section 5.02 Declaration of Dividends and Other Distributions. The
------------ ---------------------------------- -------------
Board of Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by law.
Section 5.03 Transfer of Shares. Shares of the Corporation may be
------------ ------------------
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time,
------------ -----------
not exceeding 60 days preceding the date fixed for the payment of any dividend
or other distribution, as a record date for the determination of the
shareholders entitled to receive payment of such dividend or other distribution,
and in such case only shareholders of record on the date so fixed shall be
entitled to receive payment of such dividend or other distribution,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed.
MISCELLANEOUS
-------------
Section 6.01 Execution of Instruments. Subdivision 1. All deeds,
------------ ------------------------
mortgages, bonds, checks, contracts and other instruments pertaining to the
business and affairs of the Corporation shall be signed on behalf of the
Corporation by the Chief Executive Officer, or the President, or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding
different offices or functions and one person holds such offices or exercises
such functions, that person may execute the document in more than one capacity
if the document indicates each such capacity.
9
<PAGE>
Section 6.02 Advances. The Corporation may, without a vote of the
------------ --------
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 Corporate Seal. The seal of the Corporation, if any,
------------ --------------
shall be a circular embossed seal having inscribed thereon the name of the
Corporation and the following words:
"Corporate Seal Minnesota".
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall
------------ -----------
be determined by the Board of Directors.
Section 6.05 Amendments. The Board of Directors shall have the
------------ ----------
power to adopt, amend or repeal the By-Laws of the Corporation, subject to the
power of the shareholders to change or repeal the same, provided, however, that
the Board shall not adopt, amend or repeal any By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a By-
Law that increases the number of directors.
10
<PAGE>
Exhibit 3.12
CERTIFICATE OF INCORPORATION
OF
BERMANS THE LEATHER EXPERTS INC.
1. The name of the corporation is:
Bermans The Leather Experts Inc.
2. The address of its registered office in the State of Delaware is 229
South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is United States Corporation Company.
3. The purpose of the Corporation 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.
4. The total number of shares of all classes of stock that the corporation
shall have authority to issue is 1,000 shares, all of which are Common Stock
with a par value of $0.01.
5. The name and mailing address of the incorporator is
Robert J. Palme
Latham & Watkins
885 Third Avenue
New York, New York 10022
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.
7. Election of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.
8. No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for
<PAGE>
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 15th day of January, 1987.
/s/ Robert J. Palme
---------------------------------------------
Robert J. Palme
Incorporator
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
-----------------------------------
of
BERMANS SPECIALTY STORES INC.
(a Delaware corporation)
into
BERMANS THE LEATHER EXPERTS INC.
(a Delaware corporation)
It is hereby certified that:
1. Bermans Specialty Stores Inc. (hereinafter called the "corporation")
is a corporation of the State of Delaware.
2. The corporation, as owner of all of the outstanding shares of all
classes of stock of Bermans The Leather Experts Inc., hereby merges itself into
Bermans The Leather Experts Inc., a corporation of the State of Delaware.
3. The following is a copy of the resolutions adopted on the 10th day of
July, 1989, by the Board of Directors of the corporation to merge the
corporation into Bermans The Leather Experts Inc.:
RESOLVED that this corporation be reincorporated in the State of
Delaware by merging itself into Bermans The Leather Experts Inc. pursuant
to the laws of the State of Delaware as hereinafter provided, so that the
separate existence of this corporation shall cease as soon as the merger
shall become effective, and thereupon this corporation and Bermans The
Leather Experts Inc. will become a single corporation, which shall continue
to exist under, and be governed by, the laws of the State of Delaware.
RESOLVED that the terms and conditions of the proposed merger are as
follows:
(a) From and after the effective time of the merger, all of the
estate, property, rights, privileges, powers, and franchises of this
corporation shall become vested in and be held by Bermans The Leather
Experts Inc. as fully and entirely and without change or diminution as the
same were before held and enjoyed by this corporation, and Bermans The
Leather Experts Inc. shall assume all of the obligations of this
corporation.
(b) No pro rata issuance of the shares of stock of Bermans The
Leather Experts Inc. which are owned by this corporation immediately prior
to the
<PAGE>
effective time of the merger shall be made, and such shares shall be
surrendered and extinguished.
(c) Each share of common stock, $0.01 par value, of this corporation
which shall be issued and outstanding immediately prior to the effective
time of the merger shall be converted into one issued and outstanding share
of common stock, $0.01 par value, of Bermans The Leather Experts Inc., and,
from and after the effective time of the merger, the holders of all said
issued and outstanding shares of common stock of this corporation shall
automatically be and become holders of shares of Bermans The Leather
Experts Inc. upon the basis above specified, whether or not certificates
representing said shares are then issued and delivered.
(d) After the effective time of the merger, each holder of record of
any outstanding certificate or certificates theretofore representing common
stock of this corporation may surrender the same to Bermans The Leather
Experts Inc. at its office in Minnesota and such holder shall be entitled
upon such surrender to receive in exchange therefor a certificate or
certificates representing an equal number of shares of common stock of
Bermans The Leather Experts Inc. Until so surrendered, each outstanding
certificate which prior to the effective time of the merger represented one
or more shares of common stock of this corporation shall be deemed for all
corporate purposes to evidence ownership of an equal number of shares of
common stock of Bermans The Leather Experts Inc.
(e) From and after the effective time of the merger, the Certificate
of Incorporation and the By-Laws of Bermans The Leather Experts Inc. shall
be the Certificate of Incorporation and the By-Laws of Bermans The Leather
Experts Inc. as in effect immediately prior to such effective time.
(f) The members of the Board of Directors and officers of Bermans The
Leather Experts Inc. shall be the members of the Board of Directors and the
corresponding officers of Bermans The Leather Experts Inc. immediately
before the effective time of the merger.
(g) From and after the effective time of the merger, the assets and
liabilities of this corporation and of Bermans The Leather Experts Inc.
shall be entered on the books of Bermans The Leather Experts Inc. at the
amounts at which they shall be carried at such time on the respective books
of this corporation and of Bermans The Leather Experts Inc., subject to
such inter-corporate adjustments or eliminations, if any, as may be
required to give effect to the merger; and, subject to such action as may
be taken by the Board of Directors of Bermans The Leather Experts Inc., in
accordance with generally accepted accounting principles, the capital and
surplus of Bermans The Leather Experts Inc. shall be equal to the capital
and surplus of this corporation and of Bermans The Leather Experts Inc.
<PAGE>
RESOLVED that these resolutions to merge be submitted to the
stockholders entitled to vote of this corporation at a meeting to be called
and held after twenty days' notice of the time, place, and purpose thereof
mailed to each holder of the outstanding shares of stock entitled to vote
of this corporation at his address as it appears on the records of this
corporation or pursuant to a written waiver of such notice signed by all of
the persons entitled thereto, unless the holders of all of the outstanding
shares of stock entitled to vote of this corporation shall dispense with
the holding of a meeting and shall act in writing without a meeting; and,
in the event that the holders of at least a majority of the outstanding
stock entitled to vote of this corporation shall vote for the approval of
the merger at a meeting, or, in the event that the holders of all of the
outstanding stock entitled to vote of this corporation shall dispense with
a meeting and shall consent in writing signed by them for the approval of
the proposed merger, the proposed merger shall be deemed to be approved.
RESOLVED that, the proper officers of this corporation be and they
hereby are authorized and directed to make and execute a Certificate of
Ownership and Merger setting forth a copy of these resolutions to merge
itself into Bermans The Leather Experts Inc. and the date of adoption
thereof, and to cause the same to be filed and recorded as provided by law,
and to do all acts and things whatsoever, within the State of Delaware and
in any other appropriate jurisdiction, necessary or proper to effect this
merger.
4. The proposed merger therein certified has been approved in writing by
the holders of all of the outstanding stock entitled to vote of the corporation
in accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
Signed and attested to on July 11, 1989.
/s/ David L. Rogers
----------------------------------------
Executive Vice President of Bermans
Specialty Stores Inc.
__________________________
Secretary of Bermans
Specialty Stores Inc.
<PAGE>
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Bermans The Leather Experts Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The present registered agent of the corporation is United States
Corporation Company and the present registered office of the corporation is in
the county of New Castle.
The Board of Directors of Bermans The Leather Experts Inc. adopted the
following resolution on the 11 day of November, 1996.
Resolved, that the registered office of Bermans The Leather Experts Inc. in
the state of Delaware be and it hereby is changed to Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, Bermans The Leather Experts Inc. has caused this statement
to be signed by Nicole Johnson, its Vice President, and attested by Kristen
Tirrell, its Assistant Secretary this 12 day of February, 1997.
By /s/ Nicole Johnson
------------------------------------------
Nicole Johnson
ATTEST:
By /s/ Kristen Tirrell
-------------------------
Kristen Tirrell
<PAGE>
Exhibit 3.13
AMENDED AND RESTATED BY-LAWS
OF
BERMANS THE LEATHER EXPERTS INC.
I. OFFICES
Section 1.01. Registered Office. The Corporation shall maintain
-----------------
a registered office and registered agent within the State of Delaware at such
place within such State as may be designated from time to time by the Board of
Directors of the Corporation.
Section 1.02. Other Offices. The Corporation also may have offices
-------------
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine.
II. STOCKHOLDERS
Section 2.01. Place of Meetings. Meetings of stockholders may be
-----------------
held at the principal executive offices of the Corporation or at such other
place, either within or without the State of Delaware, as may be designated by
the Board of Directors or the chief executive officer of the Corporation.
Section 2.02. Annual Meetings. An annual meeting of stockholders
---------------
shall be held in each calendar year for the election of directors on such date
and at such time as shall be designated from time to time by the Board of
Directors. Any other proper business may be transacted at the annual meeting,
provided that such business is specified in the notice of meeting (or a
supplement thereto) given by or at the direction of the Board of Directors, or
brought before the meeting by a stockholder.
Section 2.03. Special Meetings. Unless otherwise specifically
----------------
provided by law or the Certificate of Incorporation, a special meeting of
stockholders, for any purpose or purposes, may be called only by the Chairman or
the President and shall be called by either such officer upon the written
request of (a) a majority of the Board of Directors or by a committee of the
Board of Directors which has been duly designated by the Board of Directors, and
whose powers and authority, as expressly provided in a resolution of the Board
of Directors, include the power to call such meetings or (b) holders of a
majority of the outstanding capital stock of the Corporation. Such request shall
state the purpose or purposes of the proposed meeting. If the authorized
officers fail to cause such meeting to be called within thirty (30) days after
receipt of such request and held within ninety (90) days after receipt of such
request, the directors or stockholders making the request may call the meeting
by giving notice as provided in these By-Laws at the expense of the Corporation.
Business transacted at any special meeting shall be limited to the purposes
stated in the notice of the meeting.
<PAGE>
Section 2.04. Notice of Meetings. A written notice stating the
------------------
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be personally
delivered or mailed, postage prepaid, not less then ten (10) nor more than sixty
(60) days before the date of such meeting to each stockholder of record of the
Corporation entitled to vote at such meeting at the stockholder's mailing
address shown upon the records of the Corporation. Service of notice is complete
upon mailing.
Section 2.05. Waiver of Notice. Notice of any annual or special
----------------
meeting of stockholders may be waived either before, at or after such meeting in
a writing signed by the person or persons entitled to the notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transacting of any business because the
meeting is not lawfully called or convened.
Section 2.06. Quorum. At each meeting of stockholders, except
------
where otherwise provided by law or the Certificate of Incorporation or these By-
Laws, the holders of a majority of the outstanding capital stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum. If a quorum is once present at the meeting, the stockholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 2.07. Adjourned Meetings. The stockholders present, though
------------------
less than a quorum, may, by majority vote, adjourn the meeting from time to time
to a later day or hour or to another place. If the adjournment is for more than
thirty (30) days, or if after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Otherwise, notice of any
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. At an adjourned meeting at
which a quorum is present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally
convened.
Section 2.08. Voting. Unless otherwise provided in the Certificate
------
of Incorporation, each stockholder entitled to vote at any meeting of
stockholders shall have one vote for each share of stock having voting power
upon the matter in question which is held by such stockholder and registered in
the stockholder's name on the books of the Corporation as of the applicable
record date. All elections of directors shall be conducted by written ballot,
unless the Certificate of Incorporation otherwise provides. The vote upon any
other question before a meeting need not be by written ballot, and need not be
conducted by inspectors, unless otherwise determined by the Board of Directors
or the officer presiding at the meeting. At all meetings of stockholders for the
election of directors a plurality of the votes cast shall be sufficient to elect
such directors. All other elections and questions at a meeting shall be decided
by a majority vote of the
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<PAGE>
number of shares entitled to vote represented at the meeting at the time of the
vote except where otherwise required by statute, the Certificate of
Incorporation or these By-Laws.
Section 2.09. Proxies. Each stockholder entitled to vote at a
-------
meeting of stockholders may authorize another person or persons to act for him
or her by proxy by an instrument executed in writing. If any such instrument
designates two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one, shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide.
Section 2.10. Fixing Date for Determination of Stockholders of
------------------------------------------------
Record.
- ------
(a) In order that the Corporation may determine the stockholders
entitled (i) to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) to express consent to corporate action in writing
without a meeting, or (iii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall be (X) not more than sixty (60) nor less than ten (10) days before the
date of any such meeting; (Y) not more than ten (10) days after the date upon
which the resolution fixing the record date for any written action is adopted by
the Board of Directors; and (Z) not more than sixty (60) days prior to any other
action.
(b) If no record date is fixed:
(i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, (A)
when no prior action by the Board of Directors is necessary, shall be
the day on which the first signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation,
and (B) when prior action by the Board of Directors is necessary,
shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
(iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
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<PAGE>
(c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 2.11. Action by Written Consent of Stockholders.
-----------------------------------------
(a) Unless otherwise restricted by the Certificate of Incorporation,
any action required or permitted to be taken at any annual or special meeting of
the stockholders may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware, to the principal place of business of the Corporation or
to the officer or agent of the Corporation having custody of the minute book of
the Corporation. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by Section 2.11(a)
to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation as required by Section 2.11(a).
Section 2.12. Stockholder List. The officer of the Corporation who
----------------
has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list also shall be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.
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<PAGE>
III. BOARD OF DIRECTORS
Section 3.01. General Powers; Organization. The business of the
----------------------------
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders. The Board of Directors may annually elect a Chairman of
the Board from among its members who shall preside at its meetings, or in his or
her absence the President shall so preside, or in his or her absence a chairman
chosen at the meeting shall so preside. The Secretary shall act as secretary of
the meeting, but in his or her absence the chairman of the meeting may appoint
any person to act as secretary of the meeting. Any meeting of the Board of
Directors may be held within or without the State of Delaware.
Section 3.02. Number, Qualification and Term of Office. The number
----------------------------------------
of directors constituting the Board of Directors shall be fixed from time to
time by resolution of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 3.03 of
these By-Laws, and each director elected shall hold office for the term elected
and until his or her successor is duly elected and qualified. Any director may
resign at any time upon giving written notice to the Corporation. Directors
need not be stockholders.
Section 3.03. Vacancies. Vacancies and newly created directorships
---------
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, in their sole discretion and
whether or not constituting less than a quorum, and the directors so chosen
shall hold office until the next election of directors and until their
successors are duly elected and qualified, or until their earlier resignation,
retirement or removal.
Section 3.04. Regular Meetings. Regular meetings of the Board of
----------------
Directors may be held without notice at such time and place as may be designated
from time to time by the Board of Directors.
Section 3.05. Special Meetings. Special meetings of the Board of
----------------
Directors may be called from time to time by the Chairman, if any, or the
President, and, upon request by any two directors, shall be called by the
Chairman or the President.
Section 3.06. Notice of Special Meetings. Notice of each special
--------------------------
meeting of the Board of Directors stating the place, date and hour of the
meeting shall be given to each director by mail not less than forty-eight (48)
hours, or personally or by telephone, telegram, telex or cable not less than
twenty-four (24) hours, before the date and hour of the meeting.
Section 3.07. Waiver of Notice. Notice of any meeting of the Board
----------------
of Directors may be waived either before, at or after such meeting in a writing
signed by each director or
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<PAGE>
directors to whom the notice was not duly given. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except when the
director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Section 3.08. Quorum. Unless otherwise specifically provided by
------
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the total number of directors shall constitute
a quorum for the transaction of business, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 3.09. Committees of Directors.
-----------------------
(a) The Board of Directors may, by resolution adopted by a majority
of the total number of directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation and to
have such name as may be determined by the Board of Directors. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.
(b) Any committee, to the extent allowed by law and provided in the
resolution designating the committee, may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the corporate seal, if any, to be affixed to all papers that may
require it.
(c) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. Unless the Board of
Directors otherwise provides, each committee may make, alter and repeal rules
for the conduct of its business. In the absence of such rules each committee
shall conduct its business in the same manner as the Board of Directors conducts
it business pursuant to these By-Laws.
Section 3.10. Conference Communications. Directors may participate
-------------------------
in any meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of a conference telephone conversation or other comparable
method of communication by which all persons participating in the meeting can
hear and communicate with each other. For the purpose of establishing a quorum
and taking any action at the meeting, such directors participating pursuant to
this Section 3.10 shall be deemed present in person at the meeting; and the
place of the meeting shall be the place of origination of the conference
telephone conversation or other comparable method of communication.
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<PAGE>
Section 3.11. Action by Written Consent of Directors. Any action
--------------------------------------
required or permitted to be taken at a meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all directors or committee
members consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or the committee.
Section 3.12. Compensation. The Board of Directors shall have the
------------
authority to fix the compensation of directors.
IV. OFFICERS
Section 4.01. Number. The Board of Directors shall elect a
------
President, a Secretary and a Treasurer, and it may, if it so determines, elect a
Chairman of the Board from among its members. The Board of Directors also may
choose one or more Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers or any other officers or agents as the Board of
Directors by a majority vote of the total number of directors may designate.
Any person may hold two or more offices.
Section 4.02. Election, Term of Office and Qualifications. The
-------------------------------------------
Board of Directors shall elect the officers of the Corporation, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties not inconsistent with these By-Laws as shall be determined from time to
time by the Board of Directors. All officers of the Corporation shall hold their
offices until their respective successors are elected and qualified, or until
their respective offices are eliminated by vote of the majority of all
directors, or until their earlier resignation, retirement or removal. Officers
may be, but need not be, directors. Any officer may resign at any time upon
written notice to the Corporation.
Section 4.03. Compensation. The salaries of the officers of the
------------
Corporation shall be fixed from time to time by the Board of Directors or by the
chief executive officer if authorized by the Board of Directors.
Section 4.04. Removal and Vacancies. Any officer may be removed
---------------------
from office, with or without cause, by a majority vote of the total number of
directors, but such removal shall be without prejudice to the contract rights of
such officer, if any, with the Corporation. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors.
Section 4.05. Chief Executive Officer. The Board of Directors shall
-----------------------
designate the Chairman or the President as the chief executive officer of the
Corporation. If there be no Chairman, the President shall be the chief
executive officer. The chief executive officer shall have the general powers
and duties of management and supervision usually vested in and imposed upon the
chief executive officer of a corporation. The chief executive officer shall
preside at all meetings of the stockholders.
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<PAGE>
Section 4.06. Chairman of the Board. The Chairman, if one is
---------------------
elected, shall preside at all meetings of the Board of Directors. During the
absence or disability of the President, the Chairman shall exercise all the
powers and discharge all the duties of the President.
Section 4.07. President. The President, subject to the control of
---------
the Board of Directors and the Chairman (if the Chairman is the chief executive
officer of the Corporation), shall have general supervision of the business of
the Corporation, shall maintain the stock ledger and prepare the stockholder
list as required by these By-Laws, and shall see that all orders and resolutions
of the Board of Directors are carried into effect. During the absence or
disability of the Chairman or if there be no Chairman, the President shall
preside at all meetings of the Board of Directors.
Section 4.08. Vice-Presidents. During the absence or disability of
---------------
the Chairman and the President, the Vice-President (or in the event there be
more than one Vice-President, the Vice-Presidents in the order designated by the
Board of Directors or, in the absence of any designation, in the order they were
first elected as Vice-Presidents) shall perform the duties and have the
authority of the President.
Section 4.09. Secretary. The Secretary shall keep the minutes of
---------
the meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose and shall perform such other ministerial duties
as the Board of Directors of the Corporation may direct. The Secretary shall
duly give notice of all meetings of the stockholders, special meetings of the
Board of Directors and meetings of its committees, if any. The Secretary shall
not be deemed an executive officer of the Corporation.
Section 4.10. Treasurer. The Treasurer shall keep accurate
---------
accounts of all moneys of the Corporation received or disbursed. He or she shall
deposit all moneys, drafts and checks in the name of and to the credit of the
Corporation in such banks and depositaries as a majority of the whole Board of
Directors shall from time to time designate. The Treasurer shall have power to
endorse for deposit all notes, checks and drafts received by the Corporation. He
or she shall disburse the funds of the Corporation as ordered by the Board of
Directors, making proper vouchers therefor. The Treasurer shall render to the
Board of Directors or the chief executive officer of the Corporation, whenever
required, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.
Section 4.11. Authority and Other Duties. All officers of the
--------------------------
Corporation shall be subject to the supervision and direction of the Board of
Directors and, in addition to the foregoing authority and duties, all officers
of the Corporation shall respectively have such authority and perform such other
duties in the management of the business of the Corporation as may be designated
from time to time by the Board of Directors. Unless prohibited by a resolution
approved by the affirmative vote of a majority of the directors present, an
officer elected or
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<PAGE>
appointed by the Board may, without the approval of the Board, delegate some or
all of the duties and powers of his or her office to other persons.
V. INDEMNIFICATION
Section 5.01. Indemnification. The Corporation shall indemnify such
---------------
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by subsections (a)
through (e) of Section 145 of the Delaware General Corporation Law, as amended
from time to time.
Section 5.02. Insurance. The Corporation may purchase and maintain
---------
insurance on behalf of any person who 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, partnership, joint
venture, trust or other enterprise, against any liability asserted against and
incurred by such person in or arising from that capacity, whether or not the
Corporation would otherwise be required or permitted to indemnify the person
against the liability. The Company shall not be obligated under these By-Laws
to make any payment in connection with any claim made against any person if and
to the extent that such person has actually received payment therefor under any
insurance policy or policies.
VI. STOCK
Section 6.01. Certificates for Stock. Every holder of stock in the
----------------------
Corporation shall be entitled to a certificate, to be in such form as shall be
prescribed by the Board of Directors, certifying the number of shares owned by
him or her. The certificates for such shares shall be numbered in the order in
which they shall be issued and shall be signed in the name of the Corporation by
the Chairman, the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of
the Corporation, if any, shall be affixed thereto.
Section 6.02. Issuance of Stock. The Board of Directors is
-----------------
authorized to cause to be issued stock of the Corporation up to the full amount
authorized by the Certificate of Incorporation in such amounts and for such
consideration as may be determined by the Board of Directors. No shares shall
be allotted except in consideration of cash, labor, personal property, or real
property, or leases thereof, or of an amount transferred from surplus to stated
capital upon a stock dividend. At the time of such allotment of stock, the
Board of Directors shall state its determination of the fair value to the
Corporation in monetary terms of any consideration other than cash for which
shares are allotted. The amount of consideration to be received in cash or
otherwise shall not be less than the par value of the shares so allotted. Stock
so issued shall be fully paid and nonassessable. Treasury shares may be
disposed of by the Corporation for such consideration as may be fixed by the
Board of Directors.
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<PAGE>
Section 6.03. Partly Paid Stock. The Corporation may issue the
-----------------
whole or any part of its stock as partly paid and subject to call for the
remainder of the consideration to be paid therefor. Upon the face or back of
each certificate issued to represent any such partly paid stock, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. The Board of Directors may, from time to time, demand payment
in respect of each share of stock not fully paid, of such sum of money as the
necessities of the business may, in the judgment of the Board of Directors,
require, not exceeding in the whole the balance remaining unpaid on such stock,
and such sum so demanded shall be paid to the Corporation at such times and by
such installments as the directors shall direct.
Section 6.04. Registered Stockholders. The Corporation shall be
-----------------------
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
Section 6.05. Transfers of Stock. Transfers of stock on the books
------------------
of the Corporation may be authorized only by the stockholder named in the
certificate, the stockholder's legal representative or the stockholder's duly
authorized attorney-in-fact and upon surrender of the certificate or the
certificates for such stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. No new certificate or certificates shall be issued
in exchange for any existing certificate until such certificate shall have been
so cancelled, except in cases provided for in Section 6.06.
Section 6.06. Lost, Stolen or Destroyed Certificates. Any
--------------------------------------
stockholder claiming a certificate for stock to be lost, stolen or destroyed
shall make an affidavit of that fact in such form as the Corporation may require
and shall, if the Corporation so requires, give the Corporation a bond of
indemnity in form, in an amount, and with one or more sureties satisfactory to
the Corporation, to indemnify the Corporation against any claims which may be
made against it on account of the alleged loss, theft or destruction of the
certificate or issuance of such new certificate. A new certificate may then be
issued in the same tenor and for the same number of shares as the one claimed to
have been lost, stolen or destroyed.
Section 6.07. Facsimile Signatures. Whenever any certificate is
--------------------
countersigned by a transfer agent or by a registrar other than the Corporation
or one of its employees, then the signatures of the officers or agents of the
Corporation may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before
such certificate is issued, it nevertheless may be issued by the Corporation as
though the person who signed such
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<PAGE>
certificate or whose facsimile signature or signatures had been placed thereon
were such officer, transfer agent or registrar at the date of issue.
VII. MISCELLANEOUS
Section 7.01. Dividends. The Board of Directors may declare at any
---------
regular or special meeting dividends from the Corporation's surplus, or if there
be none, out of its net profits for the current fiscal year and/or the preceding
fiscal year, in such amounts as in their opinion the condition of the affairs of
the Corporation shall render it advisable unless otherwise restricted by law.
Dividends may be paid in cash, in property or in shares of capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation.
Section 7.02. Interested Directors and Officers. No contract or
---------------------------------
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for that reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his, her
or their votes are counted for such purpose, if: (a) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (b) the material
facts as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
Section 7.03. Voting Securities Held by the Corporation. Unless
-----------------------------------------
otherwise ordered by the Board of Directors, powers of attorney, proxies,
waivers of notice of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on behalf
of the Corporation by the Chairman or the President, and either such officer
may, in the name of and on behalf of the Corporation, take all such action as
such officer may deem advisable to vote in person or by proxy at any meeting of
security holders of other corporations in which the Corporation may hold
securities, and at any such meeting such officer shall possess and may exercise
any and all rights and powers incident to the ownership of such securities that
the Corporation might have possessed and exercised if it had been present. The
Board of Directors may from time to time confer like powers upon any other
person or persons.
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<PAGE>
Section 7.04. Execution of Instruments.
------------------------
(a) All deeds, mortgages, bonds, checks, contracts and other
instruments pertaining to the business and affairs of the Corporation shall be
signed on behalf of the Corporation by the Chairman, the President or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
(b) If a document must be executed by persons holding different
offices or functions and one person holds such offices or exercises such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.
Section 7.05. Advances. The Corporation may, without a vote of the
--------
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 7.06. Fiscal Year. The fiscal year end of the Corporation
-----------
shall be fixed from time to time by resolution of the Board of Directors.
Section 7.07. Corporate Seal. The corporate seal, if one is adopted
--------------
by the Board of Directors, shall be circular in form and shall have inscribed
thereon the name of the Corporation, the word "Delaware" and the words
"Corporate Seal." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise placed on any document
requiring it.
Section 7.08. Power to Amend. These By-Laws may be altered, amended
--------------
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, if such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal these By-Laws is conferred upon the Board of Directors
by the Certificate of Incorporation, it shall not divest or limit the power of
the stockholders to adopt, amend or repeal these By-Laws.
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<PAGE>
Exhibit 3.14
ARTICLES OF INCORPORATION
OF
WILSONS NEW YORK
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, ARTHUR W. FRED, RUTH W. FRED, and BERTHA SIDELL,
have this day voluntarily associated together for the purpose of forming a
corporation under the laws of the State of California,
AND WE DO HEREBY CERTIFY:
FIRST: That the name of this corporation is
-----
WILSONS NEW YORK
SECOND: That the purposes for which this corporation is formed are the
------
following:
To engage generally in the retail and wholesale women's clothing business
and to transact and/or engage in any business or calling which is lawful under
and by virtue of the laws of the State of California.
THIRD: That the principal office for the transaction of the business of
-----
this corporation is to be located in the County of Los Angeles, State of
California.
FOURTH: That the total number of shares which this corporation shall have
------
authority to issue is five hundred (500) shares; that all of the shares of this
corporation are to be without par value.
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<PAGE>
FIFTH: That there shall be three (3) directors; that the names and
-----
addresses of the persons, who are appointed to act as the first directors, are
as follows:
NAMES ADDRESSES
----- ---------
Arthur W. Fred 5062 Amestoy Avenue
Encino, California
Ruth W. Fred 5062 Amestoy Avenue
Encino, California
Bertha Sidell 434 South La Peer Drive
Beverly Hills, California
IN WITNESS WHEREOF, we have hereunto set our hands and seals the 18th day
of August, 1948.
/s/ Arthur W. Fred
---------------------------------------------
Arthur W. Fred
/s/ Ruth W. Fred
---------------------------------------------
Ruth W. Fred
/s/ Bertha Sidell
---------------------------------------------
Bertha Sidell
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On this 20th day of August, 1948, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Arthur W. Fred,
Ruth W. Fred and Bertha Sidell, known to me to be the persons whose names are
subscribed to the within Instrument, and acknowledged to me that they executed
the same.
WITNESS my hand and official seal.
/s/ Harry W. Arden
---------------------------------------------
Notary Public in and for said
County and State
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<PAGE>
CERTIFICATE OF AMENDMENT OF
---------------------------
ARTICLES OF INCORPORATION OF
----------------------------
WILSONS NEW YORK
----------------
The undersigned, JERROLD WILSON and RUTH WILSON FRED, do hereby certify
that they are, respectively, and have been at all times herein mentioned, the
duly elected and acting Vice President and Secretary of WILSONS NEW YORK, a
California corporation, and, further, that
1. At a regular meeting of the Board of Directors of said corporation
held in its principal office for the purpose of transacting its business in
Beverly Hills, California, on October 23, 1950, at 11:00 o'clock A.M., at which
meeting there was at all times present and acting a quorum of the members of
said Board, the following resolutions were duly enacted:
"WHEREAS, it is deemed by the board of directors of this corporation
to be to its best interests of its shareholders that its Articles of
Incorporation be amended as hereinafter provided:
NOW, THEREFORE, BE IT RESOLVED that Article FIRST of the Articles of
Incorporation of this corporation be amended to read as follows:
`FIRST: That the name of this corporation is
WILSONS TWEED & LEATHER'
RESOLVED FURTHER that the board of directors of this corporation
hereby adopts and approves said amendment of its articles of incorporation;
and
RESOLVED FURTHER that the president or a vice president and the
Secretary of this corporation be and they hereby are authorized and
directed to procure the adoption and approval of the foregoing amendment by
the written consent of the shareholders of this corporation holding at
least a majority of the voting power, and thereafter to sign and verify by
their oaths and to file a certificate in the form and manner required by
Section 3672 of the California Corporations Code, and in general to do any
and all things necessary to effect said amendment in accordance with said
Section 3672."
<PAGE>
2. The number of shares of said corporation consenting to such
amendment of the articles of incorporation is Fifty-nine (59) and the following
is a copy of the form of written consent executed by the holders of said shares:
"WHEREAS, at a regular meeting of the board of directors of WILSONS
NEW YORK, A California Corporation, duly held at the principal office for
the transaction of business of said corporation at Beverly Hills,
California, on the 23d day of October, 1950, at which meeting a quorum of
the members of said board was at all times present and acting, an amendment
of the Articles of Incorporation of said corporation was adopted and
approved by resolution of said board amending Article FIRST of said
Articles of Incorporation to read as follows:
`FIRST: That the name of this corporation is
WILSONS TWEED & LEATHER'
NOW, THEREFORE, each of the undersigned shareholders of said
corporation does hereby adopt, approve and consent to the foregoing
Amendment of said Articles of Incorporation, and does hereby consent that
ARTICLE FIRST of said Articles of Incorporation be amended to read as
herein set forth.
IN WITNESS WHEREOF, each of the undersigned has hereunto signed his
name, and following his name, the date of signing and the number of shares
of said corporation held by him of record on said date entitled to vote
upon amendments of said Articles of Incorporation of the character of the
foregoing amendment.
/s/ ARTHUR W. FRED October 23, 1950 58 Shares
------------------ ---------------- ----------
/s/ RUTH W. FRED October 23, 1950 1 Share "
---------------- ---------------- ----------
3. The total number of shares of said corporation entitled to vote or
consent to the adoption of such amendment is Sixty (60).
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed the Certificate of
Amendment this 30th day of December, 1950.
/s/ Jerrold Wilson
----------------------------------------
Jerrold Wilson,
Vice President of Wilsons New York
/s/ Ruth Wilson Fred
----------------------------------------
Ruth Wilson Fred,
Secretary of Wilsons New York
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
JERROLD WILSON and RUTH WILSON FRED, being first duly sworn each for
himself deposes and says:
That JERROLD WILSON is, and was at all of the times mentioned in the
foregoing Certificate of Amendment, the vice president of WILSONS NEW YORK, the
California corporation therein mentioned, and RUTH WILSON FRED is, and was at
all of said times, the secretary of said corporation; that each has read said
certificate and that the statements therein made are true of his own knowledge,
and that the signatures purporting to be the signatures of said vice president
and secretary thereto are the genuine signatures of said vice president and
secretary, respectively.
/s/ Jerrold Wilson
----------------------------------------
Jerrold Wilson
/s/ Ruth Wilson Fred
----------------------------------------
Ruth Wilson Fred
Subscribed and sworn to before
me this 30th day of December, 1950
__________________________________
Notary Public in and for said
County and State.
<PAGE>
CERTIFICATE OF OWNERSHIP
------------------------
OF
--
WILSONS HOUSE OF SUEDE USA
--------------------------
WILSONS TWEED & LEATHER, a California corporation, does hereby certify
that:
ONE: WILSONS TWEED & LEATHER owns all of the outstanding shares of WILSONS
---
HOUSE OF SUEDE USA, a California corporation.
TWO: The Board of Directors of WILSONS TWEED & LEATHER took the following
---
action by their unanimous written consent, without a meeting of the Board of
Directors, pursuant to authorization to so act as contained in the By-Laws of
said corporation to merge WILSONS HOUSE OF SUEDE USA into WILSONS TWEED &
LEATHER and to assume all of WILSONS HOUSE OF SUEDE USA's obligations.
"WHEREAS, this corporation owns all of the shares of Wilsons House of
Suede USA, a California corporation; and
WHEREAS, the Board of Directors of Wilsons House of Suede USA has
adopted a plan of complete liquidation; and
WHEREAS, Section 4124 of the Corporations Code of California provides
for a simplified means of liquidating a wholly-owned subsidiary corporation
into its parent corporation by `merger'; and
WHEREAS, it is deemed advisable and for the best interests of this
corporation and its shareholder that Wilsons House of Suede USA, a
California corporation, be merged into this corporation;
NOW, THEREFORE, BE IT RESOLVED: That this corporation merge Wilsons
House of Suede USA, its solely owned subsidiary, into itself and assume all
the obligations of said subsidiary pursuant to Section 4124 of the
Corporations Code of California; and
RESOLVED FURTHER: That the President or any Vice President and the
Secretary or Assistant Secretary of this corporation be, and they are,
hereby authorized and directed to execute and file a Certificate of
Ownership pursuant to
<PAGE>
Section 4124 of the Corporations Code of California, and to do any and all
things and to execute any and all documents which they consider necessary
and proper in order to consummate said merger; and
RESOLVED FURTHER: That any officer of this corporation is authorized
to execute in behalf of this corporation an `assumption of tax liability'
with respect to California franchise taxes for filing with the California
Franchise Tax Board."
THREE: Said action by the Board of Directors of WILSONS TWEED & LEATHER,
-----
by consent, at which time the foregoing resolutions were adopted, took place on
the 25th day of May, 1973; that the number of directors of WILSONS TWEED &
LEATHER is three (3); and that all of said directors voted in favor of adopting
the said resolutions and no directors voted against the adoption thereof.
IN WITNESS WHEREOF, WILSONS TWEED & LEATHER has executed this Certificate
the 31st day of May, 1973.
WILSON TWEED & LEATHER
By /s/ Jerrold Anthony Wilson
-------------------------------------
JERROLD ANTHONY WILSON
President
By /s/ Jeffrey Wilson
-------------------------------------
JEFFREY WILSON
Secretary
<PAGE>
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
JERROLD ANTHONY WILSON and JEFFREY WILSON, being sworn, say that they are
the President and Secretary, respectively, of WILSONS TWEED & LEATHER, a
California corporation, and are authorized to make this verification for and on
behalf of said corporation; that they have read the foregoing Certificate of
Ownership and know the contents thereof; that the same is true of their own
knowledge, except as to those matters which are therein stated on their
information or belief; and as to those matters, they believe to be true.
/s/ Jerrold Anthony Wilson
----------------------------------------
JERROLD ANTHONY WILSON
/s/ Jeffrey Wilson
----------------------------------------
JEFFREY WILSON
Subscribed and sworn to before
me this 31st day of May, 1973.
/s/ Gaye Nicholson
- -----------------------------
Notary Public in and for said
County and State
<PAGE>
CERTIFICATE OF AMENDMENT
------------------------
OF
--
ARTICLES OF INCORPORATION
-------------------------
OF
--
WILSONS TWEED & LEATHER
-----------------------
JERROLD ANTHONY WILSON and JEFFREY WILSON hereby certify:
1. That they are the President and Secretary, respectively, of WILSONS
TWEED & LEATHER, a California corporation.
2. That the By-Laws authorize the Directors of WILSONS TWEED & LEATHER,
to adopt resolutions amending the Articles of Incorporation by unanimous written
consent without a meeting; therefore, by unanimous written consent without a
meeting taken on June 1, 1973, the Directors so adopted a resolution amending
the Articles of Incorporation as follows:
"WHEREAS, the Board of Directors of this corporation deem it in the
best interests of this corporation to amend Article FIRST of the Articles
of Incorporation of this corporation so as to change the name of this
corporation to WILSONS HOUSE OF SUEDE,
RESOLVED: That Article FIRST of the Articles of Incorporation of this
corporation is hereby amended to read in full as follows:
"FIRST: The name of this corporation is: WILSONS HOUSE OF SUEDE"
-----
RESOLVED FURTHER: That the By-Laws of this corporation are hereby
amended so as to delete the name "WILSONS TWEED & LEATHER" and substitute
in lieu thereof the name "WILSONS HOUSE OF SUEDE" wherever such name
appears therein.
3. That the By-Laws authorize the Shareholders of WILSONS TWEED & LEATHER
to adopt resolutions amending the Articles of Incorporation by unanimous written
consent without a
<PAGE>
meeting; heretofore, by unanimous written consent without a meeting, the
Shareholder so adopted a resolution amending the Articles of Incorporation; the
wording of the amended Article, as set forth in said Shareholder's written
consent, is the same as that set forth in the Directors' resolution in Paragraph
2 above.
4. That the number of shares which were voted affirmatively for the
adoption of said resolution is thirty (30), and the total number of shares
entitled to be voted on or consented to said amendment is thirty (30).
/s/ Jerrold Anthony Wilson
----------------------------------------
JERROLD ANTHONY WILSON
President
/s/ Jeffrey Wilson
----------------------------------------
JEFFREY WILSON
Secretary
Each of the undersigned declares under penalty of perjury that the matters
set forth in the foregoing certificate are true and correct.
Executed at Los Angeles County, California on June 1, 1973.
/s/ Jerrold Anthony Wilson
----------------------------------------
JERROLD ANTHONY WILSON
/s/ Jeffrey Wilson
----------------------------------------
JEFFREY WILSON
<PAGE>
CERTIFICATE OF OWNERSHIP
------------------------
JERROLD A. WILSON and JEFFREY P. WILSON certify that:
1. They are the president and the secretary, respectively, of WILSONS
HOUSE OF SUEDE, a California corporation.
2. This corporation owns all of the outstanding shares of WILSONS SUEDE
AND LEATHER, INCORPORATED, a California corporation.
3. The board of directors of this corporation duly adopted the following
resolution:
RESOLVED, that this corporation merge WILSONS SUEDE AND LEATHER,
INCORPORATED, its wholly-owned subsidiary corporation, into itself and assume
all its obligations pursuant to Section 1110 of the California Corporations
Code.
/s/ Jerrold A. Wilson
- ------------------------------
JERROLD A. WILSON, President
/s/ Jeffrey P. Wilson
- ------------------------------
JEFFREY P. WILSON, Secretary
We declare under penalty of perjury the facts set forth in the foregoing
certificate are true and correct of our own knowledge.
Executed at Los Angeles, California on August 29, 1978.
/s/ Jerrold A. Wilson
- ------------------------------
JERROLD A. WILSON
/s/ Jeffrey P. Wilson
- ------------------------------
JEFFREY P. WILSON
<PAGE>
CERTIFICATE OF OWNERSHIP
------------------------
JERROLD A. WILSON and JEFFREY P. WILSON certify that:
1. They are the president and the secretary, respectively, of WILSONS
HOUSE OF SUEDE, a California corporation.
2. This corporation owns all of the outstanding shares of WILSON'S STORE
OF WASHINGTON, INC., a California corporation.
3. The board of directors of this corporation duly adopted the following
resolution:
RESOLVED, that this corporation merge WILSON'S STORE OF WASHINGTON, INC.,
its wholly-owned subsidiary corporation, into itself and assume all its
obligations pursuant to Section 1110 of the California Corporations Code.
/s/ Jerrold A. Wilson
- ------------------------------
JERROLD A. WILSON, President
/s/ Jeffrey P. Wilson
- ------------------------------
JEFFREY P. WILSON, Secretary
We declare under penalty of perjury the facts set forth in the foregoing
certificate are true and correct of our own knowledge.
Executed at Los Angeles, California on August 29, 1978.
/s/ Jerrold A. Wilson
- ------------------------------
JERROLD A. WILSON
/s/ Jeffrey P. Wilson
- ------------------------------
JEFFREY P. WILSON
<PAGE>
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
WILSONS HOUSE OF SUEDE
JERROLD A. WILSON and JEFFREY P. WILSON certify:
1. That they are the President and Secretary, respectively, of WILSONS
HOUSE OF SUEDE, a California corporation.
2. The Articles of Incorporation and the By-Laws of the Corporation
authorize the Directors to adopt resolutions amending the Articles by unanimous
written consent without a meeting, and the Directors adopted the following
resolution by unanimous written consent:
RESOLVED, that Article FIRST of the Articles of Incorporation is
hereby amended to read as follows:
"First: That the name of this corporation is:
WILSONS HOUSE OF SUEDE, INC."
3. That the shareholders have adopted said Amendment by their unanimous
written consent, and that the By-Laws of the Corporation authorize the
shareholders to adopt resolutions by their unanimous written consent without a
meeting. That the wording of the amended Article, is the same as set forth in
the Director's resolution in Paragraph 2 above.
4. That the number of shares which consented to the adoption of said
resolution is Five Hundred (500) shares, and that the total number of shares
entitled to consent to said Amendment is Five Hundred (500) shares.
/s/ Jerrold A. Wilson
----------------------------------------
JERROLD A. WILSON, President
/s/ Jeffrey P. Wilson
----------------------------------------
JEFFREY P. WILSON, Secretary
<PAGE>
The undersigned declare under penalty of perjury that the matters set forth
in the foregoing Certificate of Amendment of Articles of Incorporation are true
and correct.
Executed this 20th day of December, 1978 at Los Angeles, California.
/s/ Jerrold A. Wilson
----------------------------------------
JERROLD A. WILSON
/s/ Jeffrey P. Wilson
----------------------------------------
JEFFREY P. WILSON
<PAGE>
Exhibit 3.15
AMENDED AND RESTATED
BYLAWS
OF
WILSONS HOUSE OF SUEDE, INC.
(a California corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES FOR SHARES. Each certificate for shares of the
-----------------------
Corporation shall set forth thereon the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, prescribed by the General Corporation
Law of the State of California (the "General Corporation Law") and such other
statements, as applicable, which may be prescribed by the Corporate Securities
Law of 1968 of the State of California and any other applicable provision of
law. Each such certificate issued shall be signed in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
the President, if any, or a Vice President, if any, and by the Chief Financial
Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
Any or all of the signatures on a certificate for shares may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate for shares shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.
In the event that the Corporation shall issue the whole or any part of
its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by the General Corporation Law.
The Corporation may issue a new certificate for shares or for any
other security in the place of any other certificate theretofore issued by it,
which is alleged to have been lost, stolen or destroyed. As a condition to such
issuance, the Corporation may require any such owner of the allegedly lost,
stolen or destroyed certificate or any such owner's legal representative to give
the Corporation a bond, or other adequate security, sufficient to indemnify it
against any claim that
<PAGE>
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
2. SHARE TRANSFERS. Upon compliance with any provisions of the
---------------
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the Corporation
shall be made only on the record of shareholders of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.
3. RECORD DATE FOR SHAREHOLDERS. In order that the Corporation may
----------------------------
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.
If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held. The record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors has been taken, shall be the day on
which the first written consent is given. The record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto, or the
sixtieth day prior to the date of such other action, whichever is later.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.
Except as may be otherwise provided by the General Corporation Law,
shareholders at the close of business on the record date shall be entitled to
notice and to vote or to receive any dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the record date.
2
<PAGE>
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. An annual meeting for the election of directors and for the
----
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of California, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal executive office of the Corporation.
c. CALL. Annual meetings may be called by the directors, by the
----
Chairman of the Board of Directors, if any, Vice Chairman of the Board of
Directors, if any, the President, if any, the Secretary, or by any officer
instructed by the directors to call the meeting. Special meetings may be called
in like manner and by the holders of shares entitled to cast not less than ten
percent of the votes at the meeting being called.
d. NOTICE. Written notice stating the place, day, and hour of each
------
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, either personally or by mail or other means of
written communication, charges prepaid by or at the direction of the directors,
the President, if any, the Secretary or the officer or persons calling the
meeting, addressed to each shareholder at his address appearing on the books of
the Corporation or given by him to the Corporation for the purpose of notice,
or, if no such address appears or is given, at the place where the principal
executive office of the Corporation is located or by publication at least once
in a newspaper of general circulation in the county in which the said principal
executive office is located. Such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid, or
sent by other means of written communication addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation. The
notice of any meeting at which directors are to be elected shall include the
names of nominees intended at the time of notice to be pre sented by the Board
of Directors for election. At an annual meeting of shareholders, any matter
relating to the affairs of the Corporation, whether or not stated in the notice
of the meeting, may be brought up for action except matters which the General
Corporation Law requires to be stated in the notice of the meeting. The notice
of any annual or special meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Law. When a meeting is adjourned to another time or place, notice
of the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken; provided that, if
after the adjournment a new record date is fixed for the adjourned meeting,
3
<PAGE>
a notice of the adjourned meeting shall be given to each shareholder. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.
The transactions of any meeting, however called and noticed, and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present and if, either before or after
the meeting, each of the shareholders or his proxy signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance of a
person at a meeting constitutes a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting shall not constitute a waiver
of any right to object to the consideration of matters required by the General
Corporation Law to be included in the notice but not so included, if such
objection is expressly made at the meeting. Except as otherwise provided in the
General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice, consent to the holding of the meeting or the approval of the
minutes thereof.
e. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, if any, a Vice
President, or, if none of the foregoing is in office and present and acting, by
a chairman to be chosen by the shareholders. The Secretary of the Corporation,
or in his absence, an Assistant Secretary, shall act as secretary of every
meeting, but, if neither the Secretary nor an Assistant Secretary is present,
the Chairman of the meeting shall appoint a secretary of the meeting.
f. PROXY REPRESENTATION. Every shareholder may authorize another
--------------------
person or persons to act as his proxy at a meeting or by written action. No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the person executing it prior to the vote or written action
pursuant thereto, except as otherwise provided by the General Corporation Law.
As used herein, a "proxy" shall be deemed to mean a written authorization signed
or an electronic transmission authorized by a shareholder or a shareholder's
attorney in fact giving another person or persons power to vote with respect to
the shares of such shareholder, and "signed" as used herein shall be deemed to
mean the placing of such shareholder's name or other authorization on the proxy,
whether by manual signature, typewriting, telegraphic or electronic transmission
or otherwise by the shareholder or the shareholder's attorney in fact. Where
applicable, the form of any proxy shall comply with the provisions of the
General Corporation Law.
4
<PAGE>
g. INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of
---------- -----------
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if any
persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election, or persons to replace
any of those who so fail or refuse, at the meeting. The number of inspectors
shall be either one or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented shall determine
whether one or three inspectors are to be appointed.
The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes, ballots, if any, or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors of election,
the decision, act, or certificate of a majority shall be effective in all
respects as the decision, act, or certificate of all.
h. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the
------ ---- ---------------
voting shares shall constitute a quorum at a meeting of shareholders for the
transaction of any business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum. In the absence
of a quorum, any meeting of shareholders may be adjourned from time to time by
the vote of a majority of the shares represented thereat, but no other business
may be transacted except as hereinbefore provided.
In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to exercise the right of cumulative
voting at a meeting for the election of directors unless the candidate's name or
the candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.
Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented and voting at the
meeting; provided, that said shares voting affirmatively shall also constitute
at least a majority of the required quorum.
Except in the election of directors by written consent in lieu of a
meeting, and except as may otherwise be provided by the General Corporation Law,
the Articles of
5
<PAGE>
Incorporation or these Bylaws, any action which may be taken at any annual or
special meeting may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by
holders of shares having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors. Notice of any shareholder approval pursuant
to the General Corporation Law without a meeting by less than unanimous written
consent shall be given at least ten days before the consummation of the action
authorized by such approval, and prompt notice shall be given of the taking of
any other corporate action approved by shareholders without a meeting by less
than unanimous written consent to those shareholders entitled to vote who have
not consented in writing.
Elections of directors at a meeting need not be by ballot unless a
shareholder demands election by ballot at the election and before the voting
begins. In all other matters, voting need not be by ballot.
5. ANNUAL REPORT. Whenever the Corporation shall have fewer than one
-------------
hundred shareholders as said number is determined as provided in the General
Corporation Law, the Board of Directors shall not be required to cause to be
sent to the shareholders of the Corporation the annual report prescribed by the
General Corporation Law unless it shall determine that a useful purpose would be
served by causing the same to be sent or unless the Department of Corporations,
pursuant to the provisions of the Corporate Securities Law of 1968, shall direct
the sending of the same.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS. Except as any provision of law may otherwise require,
---------
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of its Board of Directors.
The Board of Directors may delegate the management of the day-to-day operation
of the business of the Corporation to a management company or other person,
provided that the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
Board of Directors. The Board of Directors shall have authority to fix the
compensation of directors for services in any lawful capacity.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
of the Corporation, a citizen of the United States, or a resident of the State
of California. The authorized number of directors constituting the Board of
Directors until further changed shall be three. The authorized number of
directors constituting the Board of Directors shall be at least three; provided,
however, that so long as the Corporation has only two shareholders or one
shareholder, the number may be two or one, as the case may be. Subject to the
foregoing
6
<PAGE>
provisions and the provisions of the General Corporation Law, the number of
directors may be changed from time to time by an amendment to the articles of
incorporation.
3. ELECTION AND TERM. The initial Board of Directors shall consist
-----------------
of the persons elected at the meeting of the incorporator or incorporators, all
of whom shall hold office until the first annual meeting of shareholders and
until their successors have been elected and qualified, or until their earlier
resignation, removal from office or death. Thereafter, directors who are
elected to replace any or all of the members of the initial Board of Directors
or who are elected at an annual meeting of shareholders, and directors who are
elected in the interim to fill vacancies, shall hold office until the next
annual meeting of shareholders and until their successors have been elected and
qualified, or until their earlier resignation, removal from office, or death.
In the interim between annual meetings of shareholders or of special meetings of
shareholders called for the election of directors, any vacancies in the Board of
Directors, including vacancies resulting from an increase in the authorized
number of directors which have not been filled by the shareholders, and
including any other vacancies which the General Corporation Law authorizes
directors to fill, except for a vacancy created by the removal of a director,
may be filled by directors or by the sole remaining director, as the case may
be, in the manner prescribed by the General Corporation Law. Vacancies
occurring by reason of the removal of directors which are not filled at the
meeting of shareholders at which any such removal has been effected may be
filled by the directors if the Articles of Incorporation or a Bylaw adopted by
the shareholders so provides. Any director may resign effective upon giving
written notice to the Chairman of the Board of Directors, if any, the President,
if any, the Secretary or the Board of Directors, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to the office when the
resignation becomes effective.
The shareholders may elect a director at any time to fill any vacancy
which the directors are entitled to fill, but which they have not filled. Any
such election by written consent other than to fill a vacancy created by removal
shall require the consent of a majority of the shares.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the General Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the General Corporation Law.
b. NOTICE AND WAIVER THEREOF. No notice shall be required for
-------------------------
regular meetings for which the time and place have been fixed by the Board of
Directors. Special meetings shall be held upon at least four days' notice by
mail or upon at least forty-eight hours' notice delivered personally or by
telephone or by any other means authorized by the provisions of
7
<PAGE>
the General Corporation Law. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. A notice or waiver of notice need not
specify the purpose of any regular or special meeting of the Board of Directors.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
c. QUORUM AND ACTION. A majority of the authorized number of
-----------------
directors shall constitute a quorum except when a vacancy or vacancies prevents
such majority, whereupon a majority of the directors in office shall constitute
a quorum, provided such majority shall constitute at least either one-third of
the authorized number of directors or at least two directors, whichever is
larger, or unless the authorized number of directors is only one. A majority of
the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. If the meeting is adjourned for more than
twenty-four hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the directors, if any, who
were not present at the time of the adjournment. Except as the articles of
incorporation, these Bylaws or the General Corporation Law may otherwise
provide, the act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be the act of the
Board of Directors. Members of the Board of Directors may participate in a
meeting through use of conference telephone or other communications equipment,
and participation by such use constitutes presence in person at any such
meeting, provided the conditions prescribed by the provisions of the General
Corporation Law are met.
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that any
action which may be taken is approved by at least a majority of the required
quorum for such meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if any and present and acting, or any director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
--------------------
individual director may be removed from office in accordance with the General
Corporation Law.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
----------
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors except such authority as may not be
delegated by the provisions of the General Corporation Law.
8
<PAGE>
7. WRITTEN ACTION. Any action required or permitted to be taken may
--------------
be taken without a meeting if all of the members of the Board of Directors shall
individually or collectively consent in writing to that action. The written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors. The action by written consent shall have the same force and
effect as a unanimous vote of the directors.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a Chairman of the Board of Directors or a
President or it may have both, a Secretary, a chief financial officer and such
other officers with such titles and duties as may be necessary to enable it to
sign instruments and share certificates. Subject to the foregoing, any number
of offices may be held by the same person. The titles, powers, and duties of
officers shall be set forth in the resolution or instrument choosing them. The
Chairman of the Board of Directors, if any, and/or the President, if any, the
Secretary, the chief financial officer, and any Vice President or other
executive officer shall be chosen by the Board of Directors. Any Assistant
Secretary, Assistant Treasurer or other junior officer shall be chosen by the
Board of Directors or in the manner prescribed by the Board of Directors.
The President or, if a President shall not have been chosen, the
Chairman of the Board of Directors, shall be the general manager and chief
executive officer of the Corporation unless the resolution choosing him shall
provide otherwise. The Treasurer shall be the chief financial officer unless
the resolution choosing him shall provide otherwise.
Unless otherwise provided in the resolution or instrument choosing the
same, all officers shall be chosen for a term of office running until the
meeting of the Board of Directors following the next annual meeting of
shareholders and until their successors have been chosen and qualified.
Any officer, or any agent chosen by the Board of Directors, may be
removed by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
9
<PAGE>
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the General Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
After the initial Bylaws of the Corporation shall have been adopted by
the incorporator or incorporators of the Corporation, the Bylaws may be amended
or repealed or new Bylaws may be adopted by the shareholders entitled to
exercise a majority of the voting power or by the Board of Directors; provided,
however, that the Board of Directors shall have no control over any Bylaw which
fixes or changes the authorized number of directors of the Corporation; provided
further, that any control over the Bylaws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the Bylaws or to adopt new Bylaws; and provided further that any
Bylaw amendment or new Bylaw which changes the minimum number of directors to
fewer than five shall require authorization by the greater proportion of voting
power of the shareholders as hereinbefore set forth.
10
<PAGE>
Exhibit 3.16
ARTICLES OF INCORPORATION
-------- -- -------------
OF
WILSONS TANNERY WEST, INC.
------- ------- ----- ----
The undersigned, being a natural person of full age and acting as the
incorporator for the purpose of forming the business corporation hereinafter
named pursuant to the provisions of the Corporations Code of the State of
California, does hereby adopt the following articles of incorporation.
FIRST: The name of the corporation (hereinafter referred to as the
-----
"corporation") is WILSONS TANNERY WEST, INC.
SECOND: The existence of the corporation is perpetual.
------
THIRD: The purpose of the corporation is to engage in any lawful act or
-----
activity for which a corporation may be organized under the General Corporation
Law of California, other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
FOURTH: The name and the complete business or residence address within the
------
State of California of the corporation's initial agent for service of process
within the State of California in accordance with the provisions of subdivision
(b) of Section 1502 of the General Corporation Law of the State of California
are as follows:
Name
----
United States Corporation Company
FIFTH: The total number of shares which the corporation is authorized to
-----
issue is one hundred, all of which are of one class and are Common shares.
The Board of Directors of the corporation may issue any or all of the
aforesaid authorized shares of the corporation from time to time for such
consideration as it shall determine and may determine from time to time the
amount of such consideration, if any, to be credited to paid-in surplus.
SIXTH: In the interim between meetings of shareholders held for the
-----
election of directors or for the removal of one or more directors and the
election of the replacement or replacements thereat, any vacancy which results
by reason of the removal of a director or directors by the shareholders entitled
to vote in an election of directors, and which has not been filled by said
shareholders, may be filled by a majority of the directors then in office,
whether or not less than a quorum, or by the sole remaining director, as the
case may be.
<PAGE>
SEVENTH: The liability of the directors of the corporation for monetary
-------
damages shall be eliminated to the fullest extent permissible under California
law.
EIGHTH: The corporation is authorized to provide indemnification of agents
------
(as defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions or through agreements
with the agents, or both, in excess of the indemnification otherwise permitted
by Section 317 of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.
Signed on August 1, 1988.
/s/ Janet M. Schwartz
----------------------------------------
Janet M. Schwartz, Incorporator
<PAGE>
Exhibit 3.17
AMENDED AND RESTATED
BYLAWS
OF
WILSONS TANNERY WEST, INC.
(a California corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES FOR SHARES. Each certificate for shares of the
-----------------------
Corporation shall set forth thereon the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, prescribed by the General Corporation
Law of the State of California (the "General Corporation Law") and such other
statements, as applicable, which may be prescribed by the Corporate Securities
Law of 1968 of the State of California and any other applicable provision of
law. Each such certificate issued shall be signed in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
the President, if any, or a Vice President, if any, and by the Chief Financial
Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
Any or all of the signatures on a certificate for shares may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate for shares shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.
In the event that the Corporation shall issue the whole or any part of
its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by the General Corporation Law.
The Corporation may issue a new certificate for shares or for any
other security in the place of any other certificate theretofore issued by it,
which is alleged to have been lost, stolen or destroyed. As a condition to such
issuance, the Corporation may require any such owner of the allegedly lost,
stolen or destroyed certificate or any such owner's legal representative to give
the Corporation a bond, or other adequate security, sufficient to indemnify it
against any claim that
<PAGE>
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
2. SHARE TRANSFERS. Upon compliance with any provisions of the
---------------
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the Corporation
shall be made only on the record of shareholders of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.
3. RECORD DATE FOR SHAREHOLDERS. In order that the Corporation may
----------------------------
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.
If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held. The record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors has been taken, shall be the day on
which the first written consent is given. The record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto, or the
sixtieth day prior to the date of such other action, whichever is later.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.
Except as may be otherwise provided by the General Corporation Law,
shareholders at the close of business on the record date shall be entitled to
notice and to vote or to receive any dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the record date.
2
<PAGE>
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. An annual meeting for the election of directors and for the
----
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of California, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal executive office of the Corporation.
c. CALL. Annual meetings may be called by the directors, by the
----
Chairman of the Board of Directors, if any, Vice Chairman of the Board of
Directors, if any, the President, if any, the Secretary, or by any officer
instructed by the directors to call the meeting. Special meetings may be called
in like manner and by the holders of shares entitled to cast not less than ten
percent of the votes at the meeting being called.
d. NOTICE. Written notice stating the place, day, and hour of each
------
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, either personally or by mail or other means of
written communication, charges prepaid by or at the direction of the directors,
the President, if any, the Secretary or the officer or persons calling the
meeting, addressed to each shareholder at his address appearing on the books of
the Corporation or given by him to the Corporation for the purpose of notice,
or, if no such address appears or is given, at the place where the principal
executive office of the Corporation is located or by publication at least once
in a newspaper of general circulation in the county in which the said principal
executive office is located. Such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid, or
sent by other means of written communication addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation. The
notice of any meeting at which directors are to be elected shall include the
names of nominees intended at the time of notice to be pre sented by the Board
of Directors for election. At an annual meeting of shareholders, any matter
relating to the affairs of the Corporation, whether or not stated in the notice
of the meeting, may be brought up for action except matters which the General
Corporation Law requires to be stated in the notice of the meeting. The notice
of any annual or special meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Law. When a meeting is adjourned to another time or place, notice
of the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken; provided that, if
after the adjournment a new record date is fixed for the adjourned meeting,
3
<PAGE>
a notice of the adjourned meeting shall be given to each shareholder. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.
The transactions of any meeting, however called and noticed, and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present and if, either before or after
the meeting, each of the shareholders or his proxy signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance of a
person at a meeting constitutes a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting shall not constitute a waiver
of any right to object to the consideration of matters required by the General
Corporation Law to be included in the notice but not so included, if such
objection is expressly made at the meeting. Except as otherwise provided in the
General Corporation Law, neither the business to be transacted at nor the
purpose of any regular or special meeting need be specified in any written
waiver of notice, consent to the holding of the meeting or the approval of the
minutes thereof.
e. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, if any, a Vice
President, or, if none of the foregoing is in office and present and acting, by
a chairman to be chosen by the shareholders. The Secretary of the Corporation,
or in his absence, an Assistant Secretary, shall act as secretary of every
meeting, but, if neither the Secretary nor an Assistant Secretary is present,
the Chairman of the meeting shall appoint a secretary of the meeting.
f. PROXY REPRESENTATION. Every shareholder may authorize another
--------------------
person or persons to act as his proxy at a meeting or by written action. No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the person executing it prior to the vote or
written action pursuant thereto, except as otherwise provided by the General
Corporation Law. As used herein, a "proxy" shall be deemed to mean a written
authorization signed or an electronic transmission authorized by a shareholder
or a shareholder's attorney in fact giving another person or persons power to
vote with respect to the shares of such shareholder, and "signed" as used herein
shall be deemed to mean the placing of such shareholder's name or other
authorization on the proxy, whether by manual signature, typewriting,
telegraphic or electronic transmission or otherwise by the shareholder or the
shareholder's attorney in fact. Where applicable, the form of any proxy shall
comply with the provisions of the General Corporation Law.
4
<PAGE>
g. INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of
---------- -----------
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if any
persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election, or persons to replace
any of those who so fail or refuse, at the meeting. The number of inspectors
shall be either one or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented shall determine
whether one or three inspectors are to be appointed.
The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes, ballots, if any, or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors of election,
the decision, act, or certificate of a majority shall be effective in all
respects as the decision, act, or certificate of all.
h. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the
------ ---- ---------------
voting shares shall constitute a quorum at a meeting of shareholders for the
transaction of any business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum. In the absence
of a quorum, any meeting of shareholders may be adjourned from time to time by
the vote of a majority of the shares represented thereat, but no other business
may be transacted except as hereinbefore provided.
In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to exercise the right of cumulative
voting at a meeting for the election of directors unless the candidate's name or
the candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.
Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented and voting at the
meeting; provided, that said shares voting affirmatively shall also constitute
at least a majority of the required quorum.
Except in the election of directors by written consent in lieu of a
meeting, and except as may otherwise be provided by the General Corporation Law,
the Articles of
5
<PAGE>
Incorporation or these Bylaws, any action which may be taken at any annual or
special meeting may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by
holders of shares having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors. Notice of any shareholder approval pursuant
to the General Corporation Law without a meeting by less than unanimous written
consent shall be given at least ten days before the consummation of the action
authorized by such approval, and prompt notice shall be given of the taking of
any other corporate action approved by shareholders without a meeting by less
than unanimous written consent to those shareholders entitled to vote who have
not consented in writing.
Elections of directors at a meeting need not be by ballot unless a
shareholder demands election by ballot at the election and before the voting
begins. In all other matters, voting need not be by ballot.
5. ANNUAL REPORT. Whenever the Corporation shall have fewer than one
-------------
hundred shareholders as said number is determined as provided in the General
Corporation Law, the Board of Directors shall not be required to cause to be
sent to the shareholders of the Corporation the annual report prescribed by the
General Corporation Law unless it shall determine that a useful purpose would be
served by causing the same to be sent or unless the Department of Corporations,
pursuant to the provisions of the Corporate Securities Law of 1968, shall direct
the sending of the same.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS. Except as any provision of law may otherwise require,
---------
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of its Board of Directors.
The Board of Directors may delegate the management of the day-to-day operation
of the business of the Corporation to a management company or other person,
provided that the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
Board of Directors. The Board of Directors shall have authority to fix the
compensation of directors for services in any lawful capacity.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
of the Corporation, a citizen of the United States, or a resident of the State
of California. The authorized number of directors constituting the Board of
Directors until further changed shall be two. The authorized number of
directors constituting the Board of Directors shall be at least three; provided,
however, that so long as the Corporation has only two shareholders or one
shareholder, the number may be two or one, as the case may be. Subject to the
foregoing provisions and the
6
<PAGE>
provisions of the General Corporation Law, the number of directors may be
changed from time to time by an amendment to these Bylaws.
3. ELECTION AND TERM. The initial Board of Directors shall consist
-----------------
of the persons elected at the meeting of the incorporator or incorporators, all
of whom shall hold office until the first annual meeting of shareholders and
until their successors have been elected and qualified, or until their earlier
resignation, removal from office or death. Thereafter, directors who are
elected to replace any or all of the members of the initial Board of Directors
or who are elected at an annual meeting of shareholders, and directors who are
elected in the interim to fill vacancies, shall hold office until the next
annual meeting of shareholders and until their successors have been elected and
qualified, or until their earlier resignation, removal from office, or death.
In the interim between annual meetings of shareholders or of special meetings of
shareholders called for the election of directors, any vacancies in the Board of
Directors, including vacancies resulting from an increase in the authorized
number of directors which have not been filled by the shareholders, and
including any other vacancies which the General Corporation Law authorizes
directors to fill, except for a vacancy created by the removal of a director,
may be filled by directors or by the sole remaining director, as the case may
be, in the manner prescribed by the General Corporation Law. Vacancies
occurring by reason of the removal of directors which are not filled at the
meeting of shareholders at which any such removal has been effected may be
filled by the directors if the Articles of Incorporation or a Bylaw adopted by
the shareholders so provides. Any director may resign effective upon giving
written notice to the Chairman of the Board of Directors, if any, the President,
if any, the Secretary or the Board of Directors, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to the office when the
resignation becomes effective.
The shareholders may elect a director at any time to fill any vacancy
which the directors are entitled to fill, but which they have not filled. Any
such election by written consent other than to fill a vacancy created by removal
shall require the consent of a majority of the shares.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the General Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the General Corporation Law.
b. NOTICE AND WAIVER THEREOF. No notice shall be required for
-------------------------
regular meetings for which the time and place have been fixed by the Board of
Directors. Special meetings shall be held upon at least four days' notice by
mail or upon at least forty-eight hours' notice delivered personally or by
telephone or by any other means authorized by the provisions of
7
<PAGE>
the General Corporation Law. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. A notice or waiver of notice need not
specify the purpose of any regular or special meeting of the Board of Directors.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
c. QUORUM AND ACTION. A majority of the authorized number of
-----------------
directors shall constitute a quorum except when a vacancy or vacancies prevents
such majority, whereupon a majority of the directors in office shall constitute
a quorum, provided such majority shall constitute at least either one-third of
the authorized number of directors or at least two directors, whichever is
larger, or unless the authorized number of directors is only one. A majority of
the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. If the meeting is adjourned for more than
twenty-four hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the directors, if any, who
were not present at the time of the adjournment. Except as the articles of
incorporation, these Bylaws or the General Corporation Law may otherwise
provide, the act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be the act of the
Board of Directors. Members of the Board of Directors may participate in a
meeting through use of conference telephone or other communications equipment,
and participation by such use constitutes presence in person at any such
meeting, provided the conditions prescribed by the provisions of the General
Corporation Law are met.
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that any
action which may be taken is approved by at least a majority of the required
quorum for such meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if any and present and acting, or any director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
--------------------
individual director may be removed from office in accordance with the General
Corporation Law.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
----------
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors except such authority as may not be
delegated by the provisions of the General Corporation Law.
8
<PAGE>
7. WRITTEN ACTION. Any action required or permitted to be taken may
--------------
be taken without a meeting if all of the members of the Board of Directors shall
individually or collectively consent in writing to that action. The written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors. The action by written consent shall have the same force and
effect as a unanimous vote of the directors.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a Chairman of the Board of Directors or a
President or it may have both, a Secretary, a chief financial officer and such
other officers with such titles and duties as may be necessary to enable it to
sign instruments and share certificates. Subject to the foregoing, any number
of offices may be held by the same person. The titles, powers, and duties of
officers shall be set forth in the resolution or instrument choosing them. The
Chairman of the Board of Directors, if any, and/or the President, if any, the
Secretary, the chief financial officer, and any Vice President or other
executive officer shall be chosen by the Board of Directors. Any Assistant
Secretary, Assistant Treasurer or other junior officer shall be chosen by the
Board of Directors or in the manner prescribed by the Board of Directors.
The President or, if a President shall not have been chosen, the
Chairman of the Board of Directors, shall be the general manager and chief
executive officer of the Corporation unless the resolution choosing him shall
provide otherwise. The Treasurer shall be the chief financial officer unless
the resolution choosing him shall provide otherwise.
Unless otherwise provided in the resolution or instrument choosing the
same, all officers shall be chosen for a term of office running until the
meeting of the Board of Directors following the next annual meeting of
shareholders and until their successors have been chosen and qualified.
Any officer, or any agent chosen by the Board of Directors, may be
removed by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
9
<PAGE>
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to
shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the General Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
After the initial Bylaws of the Corporation shall have been adopted by
the incorporator or incorporators of the Corporation, the Bylaws may be amended
or repealed or new Bylaws may be adopted by the shareholders entitled to
exercise a majority of the voting power or by the Board of Directors; provided,
however, that the Board of Directors shall have no control over any Bylaw which
fixes or changes the authorized number of directors of the Corporation; provided
further, that any control over the Bylaws herein vested in the Board of
Directors shall be subject to the authority of the aforesaid shareholders to
amend or repeal the Bylaws or to adopt new Bylaws; and provided further that any
Bylaw amendment or new Bylaw which changes the minimum number of directors to
fewer than five shall require authorization by the greater proportion of voting
power of the shareholders as hereinbefore set forth.
10
<PAGE>
Exhibit 3.18
CERTIFICATION OF INCORPORATION
OF
RIVERCHASE WILSONS, INC.
STATE OF ALABAMA )
MONTGOMERY COUNTY )
I, the undersigned Walker Hobbie, Jr., Judge of Probate of Montgomery
County, Alabama, hereby certify that the Certificate of Incorporation of
RIVERCHASE WILSONS, INC.
has this day been filed for record in the Probate Court of Montgomery County,
Alabama; and that the Certificate of Incorporation has been recorded in
compliance of Title 10-2A-92 of the Code of Alabama, and that the incorporators
of said corporation, their successors and assigns, constitute a body corporate
under the name set forth in said Certificate, namely:
RIVERCHASE WILSONS, INC.
IN WITNESS WHEREOF, I, the said Walker Hobbie, Jr., as Judge of Probate of
Montgomery County, Alabama, hereunto set my name and affix my seal of said
Probate on this the 31st day of December, 1991.
/s/ Walker Hobbie, Jr.
---------------------------------------
WALKER HOBBIE, JR.
JUDGE OF PROBATE
MONTGOMERY COUNTY, ALABAMA.
<PAGE>
ARTICLES OF INCORPORATION
OF
RIVERCHASE WILSONS, INC.
The undersigned, being a natural person, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
business corporation pursuant to the provisions of the Alabama Business
Corporation Act.
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is RIVERCHASE WILSONS, INC.
SECOND: The duration of the corporation shall be perpetual.
------
THIRD: The purposes for which the corporation is organized, which shall
-----
include the authority of the corporation to transact all lawful business for
which corporations may be incorporated pursuant to the provisions of the Alabama
Business Corporation Act, are as follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the Alabama Business
Corporation Act.
FOURTH: The aggregate number of shares which the corporation shall have
------
authority to issue is one hundred, all of which are without par value and are of
the same class and are to be Common shares.
FIFTH: 1. Whenever the corporation shall be engaged in the business of
-----
exploiting natural resources, dividends may be declared and paid in cash out of
the depletion reserves at the discretion of the Board of Directors and in
conformity with the provisions of the Alabama Business Corporation Act.
2. The Board of Directors of the corporation may, from time to time, and
in conformity with the provisions of the Alabama Business Corporation Act,
distribute to its shareholders out of capital surplus of the corporation a
portion of its assets in cash or property.
3. The corporation shall, to the fullest extent permitted by the
provisions of the Alabama Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other
<PAGE>
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action
in his 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 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.
4. The corporation shall have the right to purchase its own shares to the
extent of unreserved and unrestricted capital surplus available therefor.
SIXTH: The location and mailing address of the initial registered office
-----
of the corporation in the State of Alabama is 30 South Perry Street, City of
Montgomery, County of Montgomery; and the name of the initial registered agent
of the corporation at such address is United States Corporation Company.
SEVENTH: The number of directors constituting the initial Board of
-------
Directors of the corporation is five.
The name and the address of each of the persons who are to serve as
directors of the corporation until the first annual meeting of shareholders or
until their successors be elected and qualify, are as follows:
NAME ADDRESS
---- -------
Joel N. Waller 400 Highway 169S., Suite 600
Minneapolis, MN 55426
Michael A. Friedheim One Theall Road
Rye, New York 10580
Denise Tolles One Theall Road
Rye, New York 10580
Arthur V. Richards One Theall Road
Rye, New York 10580
Shahid Quraeshi One Theall Road
Rye, New York 10580
EIGHTH: The name and address of the incorporator are as follows:
------
NAME ADDRESS
---- -------
Athena Togias 15 Columbus Circle
New York, N.Y. 10023-7773
<PAGE>
Signed on December 23, 1991.
/s/ Athena Togias
--------------------------------------------
Athena Togias
The foregoing Articles of Incorporation of RIVERCHASE WILSONS, INC. was prepared
by
Name of Individual: Arthur V. Richards, Esq.
- ------------------
Address of Individual: One Theall Road
- ---------------------
Rye, New York 10580
<PAGE>
ARTICLES OF MERGER
OF
MADISON SQUARE WILSONS, INC.
WITH AND INTO
RIVERCHASE WILSONS, INC.
To the Secretary of State
State of Alabama
Pursuant to the provisions of the Alabama Business Corporation Act, the
domestic business corporations herein named do hereby submit the following
Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging MADISON SQUARE WILSONS, INC., an Alabama
corporation (the "Terminating Corporation"), with and into RIVERCHASE WILSONS,
INC., an Alabama corporation (the "Surviving Corporation"), as approved by
resolution duly adopted by the Board of Directors of the Terminating Corporation
and by resolution duly adopted by the Board of Directors of the Surviving
Corporation.
2. In respect of the Terminating Corporation, the designation and number
of outstanding shares of, and the number of votes entitled to be cast by, each
voting group entitled to vote on the Plan are (and at the time of shareholder
approval of the Plan were) as follows:
(a) Designation of voting group: The Terminating Corporation has only
one class of capital stock, which is designated as Common Stock, no par value.
(b) Number of outstanding shares of voting group: The Terminating
Corporation has 100 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of the Terminating Corporation was entitled
to cast one vote on the Plan.
3. In respect of the Terminating Corporation, all of the outstanding
shares of Common Stock unanimously voted for the Plan.
4. The number of votes cast for the Plan was sufficient for the approval
thereof by the holders of the Common Stock of the Terminating Corporation.
5. In respect of the Surviving Corporation, the designation and number of
outstanding shares of, and the number of votes entitled to be cast by, each
voting group
<PAGE>
entitled to vote on the Plan are (and at the time of shareholder approval of the
Plan were) as follows:
(a) Designation of voting group: The Surviving Corporation has only
one class of capital stock, which is designated as Common Stock, no par value.
(b) Number of outstanding shares of voting group: The Surviving
Corporation has 100 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of the Surviving Corporation was entitled to
cast one vote on the Plan.
6. In respect of the Surviving Corporation, all of the outstanding shares
of Common Stock unanimously voted for the Plan.
7. The number of votes cast for the Plan was sufficient for the approval
thereof by the holders of the Common Stock of the Surviving Corporation.
8. The county in the State of Alabama in which the Articles of
Incorporation of each of the Terminating Corporation and the Surviving
Corporation are filed is the County of Montgomery.
9. The effective time and date of these Articles of Merger and the merger
herein provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
MADISON SQUARE WILSONS, INC.
By: /s/ David L. Rogers
--------------------------------
Name: David L. Rogers
Capacity: President
RIVERCHASE WILSONS, INC.
By: /s/ David L. Rogers
-------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
PLAN OF MERGER
MADISON SQUARE WILSONS, INC., an Alabama corporation (the "Terminating
Corporation"), and RIVERCHASE WILSONS, INC., an Alabama corporation
("Riverchase"), shall merge into a single corporation pursuant to the Alabama
Business Corporation Act upon the following terms and conditions:
(1) The merger of the Terminating Corporation into Riverchase (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Riverchase shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of
Riverchase shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of Riverchase,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Alabama.
(4) The Articles of Incorporation and By-Laws of Riverchase in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or Riverchase, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Alabama, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is Wilsons Leather of Alabama Inc."
(5) The directors of Riverchase immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Riverchase immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.19
AMENDED AND RESTATED BYLAWS
OF
WILSONS LEATHER OF ALABAMA INC.
(an Alabama corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the Alabama
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by any two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any two officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. If a person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the Corporation may fix a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new
<PAGE>
record date, which it must do if the meeting is adjourned to a date more than
one hundred twenty days after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Alabama as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. Unless
the articles of incorporation require otherwise, the Corporation must give
notice to shareholders not entitled to vote in any instance where such notice is
required to be given to shareholders by the provisions of the Business
Corporation Act. Notwithstanding any other provisions of this paragraph or of
the Business Corporation Act, the stock or bonded indebtedness of the
Corporation shall not be increased at a meeting unless notice of such meeting
shall have been given as may be required by the Constitution of the State of
Alabama, as the same may be amended and supplemented. A shareholder may waive
any notice required by the Constitution of the State of Alabama, the Business
Corporation Act, the articles of incorporation, or the Bylaws before or after
the date and time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to the notice, and be delivered to the Corporation
for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting (a) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter before action is taken
on the matter.
2
<PAGE>
e. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
------------------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and, within each voting group, by class
or series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or, if the Corporation's principal office is
located outside the State of Alabama, at its registered office. A shareholder,
his or her agent, or attorney is entitled on written demand to inspect and, for
a proper purpose, to copy the list, during regular business hours and at his or
her expense, during the period it is available for inspection. The Corporation
shall make the shareholders' list available at the meeting, and any shareholder,
his or her agent, or attorney is entitled to inspect the list at any time during
the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting -- the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him or her by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven months unless a longer
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
h. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is, unless established to the contrary, presumed present for quorum
purposes for the remainder of the meeting.
i. VOTING. Directors are elected by a majority of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present when the vote is taken. If a quorum is present, action on a matter by a
voting group is approved if the votes cast within the voting group favoring the
action exceed the votes cast opposing the action unless the Constitution
3
<PAGE>
of the State of Alabama, as amended and supplemented, the articles of
incorporation, or the Business Corporation Act requires a greater number of
affirmative votes.
5. ACTION WITHOUT MEETING. Any action required or permitted by the
----------------------
provisions of the Constitution of the State of Alabama or the Business
Corporation Act to be taken at a shareholders' meeting may be taken without a
meeting and, except as otherwise required by the Business Corporation Act,
without prior notice, if the action is taken by all shareholders entitled to
vote on the action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director shall be a natural person
-------------------------
of the age of at least nineteen years, but need not be a shareholder or a
resident of the State of Alabama. The number of directors shall not be less than
one nor more than nine. The number of directors may be fixed or changed from
time to time, within such minimum and maximum, by the shareholders or by the
Board of Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, he or she
continues to serve until his or her successor is elected and qualified or until
there is a decrease in the number of directors. If a vacancy occurs on the Board
of Directors, the vacancy may be filled in accordance with the provisions of the
Business Corporation Act.
4
<PAGE>
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act, the articles of incorporation, or by these Bylaws before or
after the date and time stated in the notice. A director's attendance at or
participation in a meeting waives objection to lack of any required notice to
him or her or to defective notice of the meeting unless the director at the
beginning of the meeting or promptly upon his or her arrival objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting, and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, if any, unless the director
objects to considering the matter before action is taken on the matter. Except
as hereinbefore provided, a waiver shall be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
5
<PAGE>
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in
office when the action is taken, or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
the Business Corporation Act. The provisions of the Business Corporation Act,
which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements, apply to committees and their members as well.
To the extent specified by the Board of Directors, the articles of
incorporation, or these Bylaws, each committee may exercise the authority of the
Board of Directors under the Business Corporation Act except such authority as
may not be delegated under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing minutes
of the directors' and shareholders' meetings and for authenticating records of
the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserve this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors.
7
<PAGE>
Exhibit 3.20
CERTIFICATE OF INCORPORATION
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned incorporator(s) hereby form(s) a corporation under the
Stock Corporation Act of the State of Connecticut:
1. The name of the corporation is CRYSTAL WATERFORD WILSONS, INC.
2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:
To do any lawful business and to buy, sell and generally deal in and with
(at wholesale, retail or both) men's, women's and children's clothing,
shoes, jewelry, belts, pocketbooks, and other accessories and wearing
apparel of every kind and description.
3. The designation of each class of shares, the authorized number of
shares of each such class, and the par value (if any) of each share thereof are
as follows:
One hundred (100) shares, common stock, all of which are without par value.
4. The terms, limitations and relative rights and preferences of each
class of shares and series thereof (if any), or an express grant of authority to
the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as
follows:
NONE
5. The minimum amount of stated capital with which the corporation
shall commence business is One Thousand ($1,000.00) dollars. (Not less than one
thousand dollars)
6.(7) Other provisions:
NONE
<PAGE>
Dated at New York, N.Y. this 18th day of June, 1984
I/We hereby declare under the penalties of false statement, that the
statements made in the foregoing certificate are true.
Name of Incorporators
/s/ John S. Hoenigmann
------------------------------------
John S. Hoenigmann
/s/ Leif A. Tonnessen
------------------------------------
Leif A. Tonnessen
/s/ Ann Patalano
------------------------------------
Ann Patalano
<PAGE>
APPOINTMENT OF STATUTORY AGENT FOR SERVICE
TO: The Secretary of the State of Connecticut
NAME OF CORPORATION: CRYSTAL WATERFORD WILSONS, INC.
The above corporation appoints as its statutory agent for service, one of
the following:
NAME OF CONNECTICUT CORPORATION: United States Corporation Company
ADDRESS OF PRINCIPAL OFFICE IN CONN.: 750 Main Street, Hartford, Ct. 06103
AUTHORIZATION
Name of Incorporator: Date: June 18, 1984
John S. Hoenigmann /s/ John S. Hoenigmann
----------------------------------------
Leif A. Tonnessen /s/ Leif A. Tonnessen
----------------------------------------
Ann Patalano /s/ Ann Patalano
----------------------------------------
ACCEPTANCE
ACCEPTED: United States Corporation Company
(Name of Statutory Agent for Service)
<PAGE>
CERTIFICATE OF MERGER
OF
BUCKLAND HILLS PELLE CUIR, INC.
DANBURY FAIR WILSONS, INC.
MERIDEN SQUARE WILSONS, INC.
TRUMBULL PARK WILSONS, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF FARMINGTON, CT., INC.
AND
WILSONS/GEORGETOWN LEATHER DESIGN OF STAMFORD, CT., INC.
WITH AND INTO
CRYSTAL WATERFORD WILSONS, INC.
To the Secretary of State
State of Connecticut
Pursuant to the provisions of the Stock Corporation Act of the State of
Connecticut governing the merger of two or more domestic corporations with and
into one said domestic corporation, it is hereby certified that:
1. The names of the merging corporations are BUCKLAND HILLS PELLE CUIR,
INC., DANBURY FAIR WILSONS, INC., MERIDEN SQUARE WILSONS, INC., TRUMBULL PARK
WILSONS, INC., WILSONS/GEORGETOWN LEATHER DESIGN OF FARMINGTON, CT., INC. AND
WILSONS/GEORGETOWN LEATHER DESIGN OF STAMFORD, CT., INC., each of which is a
business corporation organized under the laws of the State of Connecticut (the
"Terminating Corporations"), and CRYSTAL WATERFORD WILSONS, INC., which is a
business corporation organized under the laws of the State of Connecticut
("Crystal Waterford").
2. Annexed hereto as Exhibit a and made a part hereof is the Plan of
Merger (the "Plan") for merging the Terminating Corporations with and into the
Crystal Waterford, as approved by resolution duly adopted by the Board of
Directors of each of the Terminating Corporations and by resolution duly adopted
by the Board of Directors of Crystal Waterford.
3. The shareholder vote required to approve and adopt the Plan on behalf
of each of the Terminating Corporations was 67 votes.
4. The vote for approval and adoption of the plan on behalf of each of the
Terminating Corporations was 100 votes.
<PAGE>
5. The shareholder vote required to approve and adopt the Plan on behalf
oF Crystal Waterford was 67 votes.
6. The vote for approval and adoption of the Plan on behalf of the Crystal
Waterford was 100 votes.
7. The Plan provides that Crystal Waterford will continue its existence as
the surviving corporation under the name "Wilsons Leather of Connecticut Inc."
pursuant to the provisions of the Stock Corporation Act of the State of
Connecticut.
8. The Plan provides that the effective time and date of the merger herein
provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
The undersigned officers of each of the Terminating Corporations do hereby
state under the penalties of false statement that the statements pertaining to
the Terminating Corporations contained in the foregoing Certificate of Merger
are true.
BUCKLAND HILLS PELLE CUIR, INC.
DANBURY FAIR WILSONS, INC.
MERIDEN SQUARE WILSONS, INC.
TRUMBULL PARK WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF FARMINGTON, CT., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF STAMFORD, CT., INC.
By: /s/ David L. Rogers
-----------------------------------------------
Name: David L. Rogers
Capacity: President of Each
By: /s/ Jonathan G. Halper
-----------------------------------------------
Name: Jonathan G. Halper
Capacity: Secretary of Each
<PAGE>
Executed on July 19, 1996
The undersigned officers of Crystal Waterford do hereby state under
the penalties of false statement that the statements pertaining to Crystal
Waterford contained in the foregoing Certificate of Merger are true.
CRYSTAL WATERFORD WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------------------
Name: David L. Rogers
Capacity: President
By: /s/ Jonathan G. Halper
-----------------------------------------------
Name: Jonathan G. Halper
Capacity: Secretary
<PAGE>
EXHIBIT A
PLAN OF MERGER
BUCKLAND HILLS PELLE CUIR, INC., DANBURY FAIR WILSONS, INC., MERIDEN
SQUARE WILSONS, INC., TRUMBULL PARK WILSONS, INC., WILSONS/GEORGETOWN LEATHER
DESIGN OF FARMINGTON, CT., INC. and WILSONS/GEORGETOWN LEATHER DESIGN OF
STAMFORD, CT., INC., all Connecticut corporations (the "Terminating
Corporations"), and CRYSTAL WATERFORD WILSONS, INC., a Connecticut corporation
("Crystal Waterford"), shall merge into a single corporation pursuant to the
Stock Corporation Act of the State of Connecticut upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into Crystal Waterford
(the "Merger") shall be effective at the close of business on August 3, 1996,
and Crystal Waterford shall be the surviving corporation following the Merger
(the "Surviving Corporation"). Pursuant to the amendment to its Certificate of
Incorporation effected below, the name which the Surviving Corporation is to
have upon effectiveness of the Merger is "Wilsons Leather of Connecticut Inc."
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Crystal Waterford shall remain outstanding as capital stock of the
Surviving Corporation and shall not be converted or exchanged or in any way
modified as a result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporations shall cease, and the corporate existence of Crystal
Waterford, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the State of Connecticut.
(4) The Certificate of Incorporation and By-Laws of Crystal Waterford
in effect immediately prior to the effectiveness of the Merger, by virtue of the
Merger and without further action by the shareholders or directors of the
Terminating Corporations or Crystal Waterford, shall continue as, and shall be
deemed to be, the Certificate of Incorporation and By-Laws of the Surviving
Corporation until amended in accordance with the laws of the State of
Connecticut, except that, upon the effectiveness of the Merger, Article 1 of
said Certificate of Incorporation shall be deemed to be amended to read in its
entirety as follows:
"1. The name of the corporation is Wilsons Leather of Connecticut Inc."
(5) The directors of Crystal Waterford immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable
<PAGE>
provisions of the By-Laws of the Surviving Corporation, until the expiration of
the respective terms of such directors for which they were elected and until
their respective successors are elected and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation. The officers of Crystal
Waterford immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.21
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF CONNECTICUT INC.
(a Connecticut corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the
Connecticut Business Corporation Act (the "Business Corporation Act") and by any
other applicable provision of law, shall be signed, either manually or in
facsimile, by any two of the following officers: the President, a Vice-
President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant
Treasurer, or by any two officers designated by the Board of Directors, and may
bear the corporate seal or its facsimile. If a person who signed, either
manually or in facsimile, a share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the certificate of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders, to
demand a special meeting, to vote, or to take any other action, the Board of
Directors of the Corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days before the meeting or action requiring a determination of shareholders. A
<PAGE>
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Connecticut as the directors shall from time to
time fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the certificate of incorporation require otherwise, notice of
an annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. A
shareholder may waive any notice required by the Business Corporation Act, the
certificate of incorporation or the Bylaws before or after the date and time
stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting, and waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list shall be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in
2
<PAGE>
the meeting notice in the city where the meeting will be held. A shareholder,
his agent or attorney is entitled on written demand to inspect and, subject to
the requirements of the Business Corporation Act, to copy the list, during
regular business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting, and any shareholder, agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of a proxy is effective when received by
the Secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven months, unless a longer period is expressly
provided in the appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
i. QUORUM. Unless the certificate of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists on
that matter. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
j. VOTING. Directors are elected by a plurality of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
certificate of incorporation or the Business Corporation Act requires a greater
number of affirmative votes.
3
<PAGE>
5. ACTION WITHOUT MEETING. Any action required or permitted by the
----------------------
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting and, except as otherwise required by the
Business Corporation Act, without prior notice, by consent in writing, setting
forth the action so taken or to be taken, signed by all of the persons who would
be entitled to vote upon such action at a meeting, or by their duly authorized
attorneys.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
or a resident of the State of Connecticut. The number of directors shall not be
less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, he
continues to serve until his successor is elected and qualifies or until there
is a decrease in the number of directors. If a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors, the shareholders or the Board of Directors may fill the vacancy; or
if the directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of
4
<PAGE>
Directors, if any, of the President, or a majority of the directors in office or
any other person permitted by the Business Corporation Act. The person calling a
special meeting may designate the date, time and place of the special meeting
except to the extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. A waiver shall be in writing, signed by the
director entitled to the notice, and filed with the minutes or corporate
records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee shall have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
shall be approved by the greater of (a) a majority of all the directors in
office when the action is taken, or (b) the number of directors required by the
certificate of incorporation or these Bylaws to take action under the provisions
of the Business Corporation Act. The provisions of the Business Corporation
Act, which govern meetings, action without meetings, notice and waiver of
notice, and quorum and voting requirements, apply to committees and their
members as well. To the extent specified by the Board of Directors or these
5
<PAGE>
Bylaws, each committee may exercise the authority of the Board of Directors
under the Business Corporation Act except such authority as may not be delegated
under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
An officer with discretionary authority shall discharge his duties
under that authority: (a) in good faith; (b) with the care an ordinarily
prudent person in a like position would exercise under similar circumstances;
and (c) in a manner he reasonably believes to be in the best interests of the
Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
6
<PAGE>
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless (a) the
certificate of incorporation or the Business Corporation Act reserve this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors.
7
<PAGE>
Exhibit 3.22
ARTICLES OF INCORPORATION
-------------------------
OF
MALL AT 163RD ST. WILSONS, INC.
-------------------------------
The undersigned, being an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Florida Business
Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is MALL AT 163RD ST. WILSONS, INC.
SECOND: The address, wherever located, of the principal office of the
------
corporation, if known, is One Theall Road, Rye, New York 10580.
THIRD: The mailing address, wherever located, of the corporation is One
-----
Theall Road, Rye, New York 10580.
FOURTH: The number of shares that the corporation is authorized to issue
------
is one hundred, all of which are without par value and are of the same class and
are to be Common shares.
FIFTH: The street address of the initial registered office of the
-----
corporation in the State of Florida is c/o United States Corporation Company,
110 North Magnolia Street, Tallahassee, Florida 32301.
The name of the initial registered agent of the corporation at the said
registered office is United States Corporation Company.
The written acceptance of the said initial registered agent, as required in
Section 607.0501(3) of the Florida Business Corporation Act, is set forth
following the signature of the incorporator and is made a part of these Articles
of Incorporation.
SIXTH: The name and the address of the incorporator are:
-----
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
<PAGE>
SEVENTH: The purposes for which the corporation is organized, which shall
-------
include the authority of the corporation to engage in any lawful business for
which corporations may be organized under the Florida Business Corporation Act,
are as follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have all of the general powers granted to corporations organized
under the Florida Business Corporation Act, whether granted by specific
statutory authority or by construction of law.
EIGHTH: The duration of the corporation shall be perpetual.
------
NINTH: The corporation shall, to the fullest extent permitted by the
-----
provisions of the Florida Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
TENTH: Whenever the corporation shall be engaged in the business of
-----
exploiting natural resources or other wasting assets, distributions may be paid
in cash out of depletion or similar reserves at the discretion of the Board of
Directors and in conformity with the provisions of the Florida Business
Corporation Act.
Signed on July 7, 1992
/s/ Athena Amaxas
----------------------------
Athena Amaxas, Incorporator
<PAGE>
Having been named as registered agent and to accept service of process for the
above-named corporation at the place designated in these Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.
UNITED STATES CORPORATION COMPANY
By: /s/ Grant M. Dawson
------------------------------
Grant M. Dawson, Secretary
Date: July 7, 1992
<PAGE>
ARTICLES OF MERGER
OF
BAYSIDE TANNERY WEST, INC.
GOVERNOR'S SQUARE WILSONS, INC.
ORLANDO FASHION WILSONS, INC.
AND
SAWGRASS MILLS BERMANS OUTLET, INC.
WITH AND INTO
MALL AT 163RD ST. WILSONS, INC.
To the Secretary of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the
domestic business corporations and the foreign business corporation herein named
do hereby adopt the following Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging BAYSIDE TANNERY WEST, INC., a Florida
corporation, GOVERNOR'S SQUARE WILSONS, INC., a Florida corporation, ORLANDO
FASHION WILSONS, INC., a Florida corporation, and SAWGRASS MILLS BERMANS OUTLET,
INC., an Illinois corporation (the "Terminating Corporations"), with and into
MALL AT 163RD ST. WILSONS, INC., a Florida corporation ("Mall at 163rd").
2. The Plan was approved and adopted by written consent of the sole
shareholder of each of the Terminating Corporations on July 19, 1996 in
accordance with the provisions of Section 607.0704 of the Florida Business
Corporation Act (in the case of the domestic Terminating Corporations herein
named) or Section 7.10 of the Business Corporation Act of 1983 of the State of
Illinois (in the case of the foreign Terminating Corporation herein named), and
was approved and adopted by written consent of the sole shareholder of Mall at
163rd on July 19, 1996 in accordance with the provisions of Section 607.0704 of
the Florida Business Corporation Act.
3. Mall at 163rd will continue its existence as the surviving corporation
following the merger herein provided for under the name "Wilsons Leather of
Florida Inc." pursuant to the provisions of the Florida Business Corporation
Act.
4. The effective time and date of these Articles of Merger and the merger
herein provided for shall be the close of business on August 3, 1996.
<PAGE>
Executed on July 19, 1996
BAYSIDE TANNERY WEST, INC.
GOVERNOR'S SQUARE WILSONS, INC.
ORLANDO FASHION WILSONS, INC.
SAWGRASS MILLS BERMANS
OUTLET, INC.
By: /s/ David L. Rogers
--------------------------------
Name: David L. Rogers
Capacity: President of Each
MALL AT 163RD ST. WILSONS, INC.
By: /s/ David L. Rogers
--------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BAYSIDE TANNERY WEST, INC., a Florida corporation, GOVERNOR'S SQUARE
WILSONS, INC., a Florida corporation, ORLANDO FASHION WILSONS, INC., a Florida
corporation, and SAWGRASS MILLS BERMANS OUTLET, INC., an Illinois corporation
(the "Terminating Corporations"), and MALL AT 163RD ST. WILSONS, INC., a Florida
corporation ("Mall at 163rd"), shall merge into a single corporation pursuant to
the Florida Business Corporation Act and the Business Corporation Act of 1983 of
the State of Illinois upon the following terms and conditions:
(1) The merger of the Terminating Corporations into Mall at 163rd (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Mall at 163rd shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, since each of the Terminating
Corporations and Mall at 163rd are owned by the same shareholder, all of the
outstanding shares of capital stock of the Terminating Corporations shall be
canceled, no shares of the Surviving Corporation, cash or other consideration
shall be issued in exchange therefor or upon cancellation thereof, and each
share of capital stock of Mall at 163rd shall remain outstanding as capital
stock of the Surviving Corporation and shall not be converted or exchanged or in
any way modified as a result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Mall at
163rd, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Florida.
(4) The Articles of Incorporation and By-Laws of Mall at 163rd in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Mall at 163rd, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Florida, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows :
"FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of Florida Inc."
(5) The directors of Mall at 163rd immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
<PAGE>
Mall at 163rd immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.23
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF FLORIDA INC.
(a Florida corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the Florida
1989 Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, must be signed, either manually or in facsimile, by
any one of the following officers: the President, a Vice President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any officer designated by the Board of Directors, and may bear the corporate
seal or its facsimile. If the person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders to
demand a special meeting, or to take any other action, the Board of Directors of
the Corporation may fix a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days before the
meeting or action requiring such determination of shareholders. A
<PAGE>
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Florida as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President, or the Secretary or by any officer instructed by the directors or
the President to call the meeting. Special meetings may be called in like
manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice shall be given in the manner provided in
the Business Corporation Act, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. Notice of a special
meeting must include a description of the purpose or purposes for which the
meeting is called. Unless the Business Corporation Act or the articles of
incorporation require otherwise, the Corporation is required to give notice only
to shareholders entitled to vote at the meeting. A shareholder may waive any
notice required by the Business Corporation Act, the articles of incorporation,
or the Bylaws before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, or waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting, arranged
by voting group, with the address of and number
2
<PAGE>
and class and series, if any, of shares held by each shareholder. The
shareholders' list must be available for inspection by any shareholder, for a
period of ten days prior to the meeting or such shorter time as exists between
the record date and the meeting and continuing through the meeting at the
Corporation's principal office, or at a place identified in the meeting notice
in the city where the meeting will be held, or at the office of the
Corporation's transfer agent or registrar. A shareholder, his agent or attorney
is entitled on written demand to inspect the list subject to the requirements of
the Business Corporation Act, during regular business hours and at his expense,
during the period it is available for inspection. The Corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his agent
or attorney is entitled to inspect the list at any time during the meeting or
any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, a Vice President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of a proxy is effective when received by
the Secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for up to eleven months, unless a longer period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
3
<PAGE>
j. VOTING. Directors are elected by a plurality of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Business Corporation Act requires a greater
number of affirmative votes.
5. ACTION WITHOUT MEETING. Unless otherwise provided in the articles
----------------------
of incorporation, action required or permitted by the provisions of the Business
Corporation Act to be taken at an annual or special meeting of shareholders may
be taken without a meeting, without prior notice, and without a vote if the
action is taken by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted. In order to be effective the action must be
evidenced by one or more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of each voting
group entitled to vote thereon, and delivered to the Corporation by delivery to
its principal office in the State of Florida, its principal place of business,
the corporate Secretary, or another officer or agent of the Corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of the earliest dated
consent delivered in the manner required by the Business Corporation Act,
written consents signed by holders of shares having the number of votes required
to take action are delivered to the Corporation by delivery as set forth in the
Business Corporation Act. Action under this paragraph shall be subject to the
requirements of the Business Corporation Act.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. Directors must be natural persons who
-------------------------
are eighteen years of age or older but need not be shareholders or residents of
the State of Florida. The number of directors shall not be less than one nor
more than nine. The number of directors may be fixed or changed from time to
time, within such minimum and maximum, by the shareholders or by the Board of
Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be
4
<PAGE>
deemed to be fixed in these Bylaws as the number fixed from time to time by the
shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. Whenever a vacancy occurs
on the Board of Directors, including a vacancy resulting from an increase in the
number of directors, it may be filled by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of Directors, or
by the shareholders, unless the articles of incorporation provide otherwise.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of a special meeting need not describe the
purpose of the meeting. Notice of a meeting of the Board of Directors need not
be given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting and a waiver of any and all objection to the place of the
meeting, the time of the meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of the meeting or
promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the
5
<PAGE>
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
6. COMMITTEES. The Board of Directors by resolution adopted by a
----------
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution or in the articles of incorporation or the
Bylaws, shall have and may exercise all the authority of the Board of Directors,
except such authority as may not be delegated under the Business Corporation
Act. Each committee must have two or more members, who serve at the pleasure of
the Board of Directors. The provisions of the Business Corporation Act, which
govern meetings, notice and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting or
committee meeting may be taken without a meeting if the action is taken by all
members of the Board of Directors or of the committee. The action must be
evidenced by one or more written consents describing the action taken, signed by
each director or committee member. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the
6
<PAGE>
responsibility for preparation and custody of minutes of the directors' and
shareholders' meetings and for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserves this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing the Bylaws generally or a particular Bylaw provision
provide expressly that the Board of Directors may not amend or repeal the
Bylaws, generally or that Bylaw provision. The shareholders may amend or repeal
these Bylaws even though the Bylaws may also be amended or repealed by the Board
of Directors. No provision of this Article shall be construed as purporting to
negate the requirements of the Business Corporation Act.
7
<PAGE>
Exhibit 3.24
ARTICLES OF INCORPORATION
-------------------------
OF
TOWN CENTER WILSONS, INC.
-------------------------
The undersigned, being an individual, does hereby act as incorporator
in adopting the following Articles of Incorporation for the purpose of
organizing a corporation for profit, pursuant to the provisions of the Georgia
Business Corporation Code.
FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is TOWN CENTER WILSONS, INC.
SECOND: The number of shares which the corporation is authorized to
------
issue is one hundred, all of which are without par value and are of the same
class and are to be Common shares.
THIRD: The street address and county of the initial registered office
-----
of the corporation in the State of Georgia is 66 Luckie Street, Fulton County,
Atlanta, Georgia 30303.
The name of the initial registered agent of the corporation at the
said registered office is United States Corporation Company.
FOURTH: The name and the address of the incorporator are:
------
NAME ADDRESS
---- -------
Frances A. Wrigley 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The mailing address of the initial principal office of the
-----
corporation is: One Theall Road, Rye, New York 10580.
SIXTH: The purposes for which the corporation is organized, which
-----
shall include the authority of the corporation to engage in any lawful business,
are as follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
<PAGE>
To have all of the general powers granted to corporations organized
under the Georgia Business Corporation Code, whether granted by specific
statutory authority or by construction of law.
SEVENTH: The corporation shall, to the fullest extent permitted by
-------
the provisions of the Georgia Business Corporation Code, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
EIGHTH: The personal liability of the directors of the corporation
------
is hereby eliminated to the fullest extent permitted by the provisions of the
Georgia Business Corporation Code, as the same may be amended and supplemented.
NINTH: Action required or permitted by the provisions of the
-----
Georgia Business Corporation Code to be taken at a shareholders' meeting may be
taken without a meeting in accordance with the provisions of Section 14-2-704 of
the Georgia Business Corporation Code if the action is taken by persons who
would be entitled to vote at a meeting shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by groups) of
votes that would be necessary to authorize or take the action at a meeting at
which all shareholders entitled to vote were present and voted.
TENTH: In discharging the duties of their respective positions and
-----
in determining what is believed to be in the best interests of the corporation,
the Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests of the employees,
customers, suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent.
ELEVENTH: The duration of the corporation shall be perpetual.
--------
Signed on November 30, 1990.
/s/ Frances A. Wrigley
----------------------------------------
Frances A. Wrigley, Incorporator
<PAGE>
ARTICLES OF MERGER
OF
ATLANTA AIRPORT CONCOURSE T WILSONS, INC.
AUGUSTA MALL WILSONS, INC.
CONCOURSE A WILSONS, INC.
CUMBERLAND WILSONS, INC.
GWINNETT PLACE WILSONS, INC.
HARTSFIELD ATRIUM WILSONS, INC.
MACON MALL WILSONS, INC.
NORTH POINT WILSONS, INC.
AND
PEACHTREE MALL WILSONS, INC.
WITH AND INTO
TOWN CENTER WILSONS, INC.
To the Secretary of State
State of Georgia
Pursuant to the provisions of the Georgia Business Corporation Code, the
domestic corporations herein named do hereby adopt the following Articles of
Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger for merging ATLANTA AIRPORT CONCOURSE T WILSONS, INC., AUGUSTA MALL
WILSONS, INC., CONCOURSE A WILSONS, INC., CUMBERLAND WILSONS, INC., GWINNETT
PLACE WILSONS, INC., HARTSFIELD ATRIUM WILSONS, INC., MACON MALL WILSONS, INC.,
NORTH POINT WILSONS, INC. and PEACHTREE MALL WILSONS, INC., all Georgia
corporations (the "Terminating Corporations"), with and into TOWN CENTER
WILSONS, INC., a Georgia corporation ("Town Center"), as approved by resolution
duly adopted by the Board of Directors of each of the Terminating Corporations
and by resolution duly adopted by the Board of Directors of the Surviving
Corporation.
2. The merger herein provided for was duly approved by the sole
shareholder of each of the Terminating Corporations.
3. The merger herein provided for was duly approved by the sole
shareholder of Town Center.
<PAGE>
4. Town Center will continue its existence as the surviving corporation
following the merger herein provided for (the "Surviving Corporation") under the
name "Wilsons Leather of Georgia Inc." pursuant to the provisions of the Georgia
Business Corporation Code.
5. Town Center, as the Surviving Corporation, hereby undertakes that the
request for publication of a notice of filing of these Articles of Merger and
payment therefor will be made as required by subsection (b) of Section 14-2-
1105.1 of the Georgia Business Corporation Code.
6. These Articles of Merger and the merger herein provided for shall take
effect at the close of business on August 3, 1996.
Executed on July 19, 1996
ATLANTA AIRPORT CONCOURSE T
WILSONS, INC.
AUGUSTA MALL WILSONS, INC.
CONCOURSE A WILSONS, INC.
CUMBERLAND WILSONS, INC.
GWINNETT PLACE WILSONS, INC.
HARTSFIELD ATRIUM WILSONS, INC.
MACON MALL WILSONS, INC.
NORTH POINT WILSONS, INC.
PEACHTREE MALL WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Title: President of Each
TOWN CENTER WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
PLAN OF MERGER
ATLANTA AIRPORT CONCOURSE T WILSONS, INC., AUGUSTA MALL WILSONS, INC.,
CONCOURSE A WILSONS, INC., CUMBERLAND WILSONS, INC., GWINNETT PLACE WILSONS,
INC., HARTSFIELD ATRIUM WILSONS, INC., MACON MALL WILSONS, INC., NORTH POINT
WILSONS, INC. and PEACHTREE MALL WILSONS, INC., all Georgia corporations (the
"Terminating Corporations"), and TOWN CENTER WILSONS, INC., a Georgia
corporation ("Town Center"), shall be merged into a single corporation pursuant
to the Georgia Business Corporation Code upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into Town Center (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Town Center shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Town Center shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Town
Center, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the State of Georgia.
(4) The Articles of Incorporation and By-Laws of Town Center in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Town Center, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Georgia, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST: The corporation name for the corporation (hereinafter called
-----
the "corporation") is Wilsons Leather of Georgia Inc."
(5) The directors of Town Center immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are
<PAGE>
elected and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation. The officers of Town Center immediately prior to the
effectiveness of the Merger shall be the officers of the Surviving Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation.
<PAGE>
Exhibit 3.25
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF GEORGIA INC.
(a Georgia corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the Georgia
Business Corporation Code (the "Business Corporation Code") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by one or more of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
one or more officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is
issued, the certificate is nevertheless valid. If the certificate is signed in
facsimile, then it must be countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or an employee of the Corporation.
The transfer agent or registrar may sign either manually or by facsimile.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the Corporation may fix a date as the record
date for any such determination of shareholders, such date
<PAGE>
in any case to be not more than seventy days before the meeting or action
requiring such determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty days after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Code confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Georgia as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Code or the articles of incorporation require otherwise, notice of
an annual meeting shall not be required to include a description of the purpose
or purposes for which the meeting is called. Notice of a special meeting must
include a description of the purpose or purposes for which the meeting is
called. Unless the Business Corporation Code or the articles of incorporation
require otherwise, the Corporation is required to give notice only to
shareholders entitled to vote at the meeting. A shareholder may waive any
notice required by the Business Corporation Code, the articles of incorporation
or the Bylaws before or after the time stated in the notice. The waiver must be
in writing, be signed by the shareholder entitled to the notice, and be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting and waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented. The term "notice" as used in this paragraph shall mean notice as
prescribed by the Business Corporation Code.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by
2
<PAGE>
each shareholder. The shareholders' list must be available for inspection by any
shareholder, his agent, or his attorney at the time and place of the meeting.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder or his or her agent or
--------------------
attorney in fact may appoint a proxy to vote or otherwise act for the
shareholder by executing a writing which authorizes another person or other
persons to vote or otherwise act for the shareholder by signing an appointment
form. Execution may be accomplished by any reasonable means. An appointment of
a proxy is effective when received by the inspector of election or the officer
or agent of the Corporation authorized to tabulate votes. An appointment is
valid for eleven months, unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable unless the appointment
form or facsimile transmission states that it is irrevocable and the appointment
is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Code provides otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
j. VOTING. Directors are elected by a plurality of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation, a Bylaw adopted by the shareholders under the
Business Corporation Code, or the Business Corporation Code requires a greater
number of affirmative votes.
5. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
provisions of the Business Corporation Code to be taken at a shareholders'
meeting may be taken without a meeting in accordance with the provisions of the
Business Corporation Code.
3
<PAGE>
6. ADJOURNMENT. The holders of a majority of the voting shares
-----------
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. Directors shall be natural persons who
-------------------------
are eighteen years of age or older, but need not be shareholders or residents of
the State of Georgia. The number of directors shall not be less than one nor
more than nine. The number of directors may be fixed or changed from time to
time, within such minimum and maximum, by the shareholders or by the Board of
Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence, the
number of directors shall be deemed to be fixed in these Bylaws as the number
fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors, but only for a term of office
continuing until the next election of directors by the shareholders and until
the election and qualification of the successor. Despite the expiration of a
director's term, he continues to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy, or if the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Code. The person calling a special
meeting may designate
4
<PAGE>
the date, time and place of the special meeting except to the extent otherwise
required by the Business Corporation Code.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Code or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice, and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present shall be the act of the Board of Directors.
The Board of Directors may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through use of, any means
of communication by which all directors participating may simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Code.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The provisions of the Business Corporation Code, which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements, apply to committees and their members as well. To the
extent specified by the Board of Directors or these Bylaws, each committee may
exercise the authority of the Board of Directors under the Business Corporation
Code except such authority as may not be delegated under the Business
Corporation Code.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Code to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors. The action must be
5
<PAGE>
evidenced by one or more written consents describing the action taken, signed by
each director, and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers.
Each officer of the Corporation shall have the authority and shall
perform the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the Corporation, and provided further, that unless the
Articles of Incorporation or a resolution of the Board of Directors provide
otherwise, the President shall have the authority to conduct all ordinary
business and may execute and deliver on behalf of the Corporation any contract,
conveyance, or similar document not requiring approval by the Board of Directors
or shareholders as provided in the Business Corporation Code.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Code, the Corporation shall not
be required to have a seal.
6
<PAGE>
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Corporation's Board of Directors may amend or repeal the Bylaws,
except as otherwise required by the Business Corporation Code. Notwithstanding
the foregoing, the Corporation's shareholders may amend or repeal the Bylaws or
adopt new Bylaws even though the Bylaws may also be amended or repealed by its
Board of Directors.
7
<PAGE>
Exhibit 3.26
ARTICLES OF INCORPORATION
-------------------------
OF
SOUTHLAKE WILSONS, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of:
(Indicate appropriate act)
[_] Indiana General Corporation Act
[_] Medical Professional Corporation Act
[_] Dental Professional Corporation Act
[_] Professional Corporation Act of 1965
[_] I.C. 23-1-13.5 (Professional Accounting Corporations)
pursuant to the Indiana General Corporation Act.
(Professional Accounting Corporations are considered
to be formed pursuant to the authority of the Indiana
General Corporation Act, but subject to the provisions
of I.C. 23-1-13.5)
as amended (hereinafter referred to as the "Act"), execute the following
Articles of Incorporation:
ARTICLE I
---------
Name
----
The name of the Corporation is SOUTHLAKE WILSONS, INC.
ARTICLE II
----------
Purposes
--------
The purposes for which the Corporation is formed are:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
ARTICLE III
-----------
Period of Existence
-------------------
The period during which the Corporation shall continue is perpetual.
<PAGE>
ARTICLE IV
----------
Resident Agent and Principal Office
-----------------------------------
Section 1. Resident Agent. The name and address of the Corporation's
--------------------------
Resident Agent for service of process is United States Corporation Company, Two
Market Square, 251 East Ohio Street, Indianapolis, Indiana 46204.
Section 2. Principal Office. The post office address of the principal
----------------------------
office of the Corporation is Two Market Square, 251 East Ohio St., Indianapolis,
Indiana 46204.
ARTICLE V
---------
Authorized Shares
-----------------
Section 1. Number of Shares: The total number of shares which the
----------------------------
Corporation is to have authority to issue is 100.
The number of authorized shares which the corporation designates as without
par value is 100.
Section 2. Terms of Shares (if any): None.
------------------------------------
ARTICLE VI
----------
Requirements Prior To Doing Business
------------------------------------
The Corporation will not commence business until consideration of the value
of at least $1,000 (one thousand dollars) has been received for the issuance of
shares.
ARTICLE VII
-----------
Director(s)
-----------
Section 1. Number of Directors: The Board of Directors is composed of
-------------------------------
four member(s). The number of directors may be from time to time fixed by the
By-Laws of the Corporation at any number. In the absence of a By-Law fixing the
number of directors, the number shall be four.
Section 2. Names and Post Office Addresses of the Director(s): The
--------------------------------------------------------------
name(s) and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
<TABLE>
<CAPTION>
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
<S> <C> <C> <C> <C>
Joel Waller 11840 Olympic Blvd., Los Angeles, California 90064
Richard L. Anderson 3000 Westchester Ave., Harrison, New York 10528
Arthur V. Richards 3000 Westchester Ave., Harrison, New York 10528
William C. Kingsford 3000 Westchester Ave., Harrison, New York 10528
</TABLE>
Section 3. Qualifications of Directors (if any): None.
------------------------------------------------
<PAGE>
ARTICLE VIII
------------
Incorporator(s)
---------------
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
<TABLE>
<CAPTION>
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
<S> <C> <C> <C> <C>
Ann Patalano 1 Gulf+Western Plaza, New York, New York 10023
</TABLE>
ARTICLE IX
----------
Provisions for Regulation of Business
-------------------------------------
and Conduct of Affairs of Corporation
-------------------------------------
("Powers" of the Corporation, its directors or shareholders)
None
I hereby verify and affirm subject to penalties for perjury that the facts
stated herein are true.
Signed in duplicate on June 9th, 1987.
/s/ Ann Patalano
---------------------------------------
Ann Patalano, Incorporator
<PAGE>
ARTICLES OF MERGER
OF
INDIANAPOLIS WILSONS, INC.
WITH AND INTO
SOUTHLAKE WILSONS, INC.
To the Secretary of State
State of Indiana
Pursuant to the provisions of the Indiana Business Corporation Law, the
domestic business corporations herein named do hereby submit the following
Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging INDIANAPOLIS WILSONS, INC., an Indiana
corporation (the "Terminating Corporation"), with and into SOUTHLAKE WILSONS,
INC., an Indiana corporation (the "Surviving Corporation"), as approved by
resolution duly adopted by the Board of Directors of the Terminating Corporation
and by resolution duly adopted by the Board of Directors of the Surviving
Corporation.
2. In respect of the Terminating Corporation, the designation and number
of outstanding shares of, and the number of votes entitled to be cast by, each
voting group entitled to vote on the Plan are (and at the time of shareholder
approval of the Plan were) as follows:
(a) Designation of voting group: The Terminating Corporation has only
one class of capital stock, which is designated as Common Stock, no par value.
(b) Number of outstanding shares of voting group: The Terminating
Corporation has 10 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of the Terminating Corporation was entitled
to cast one vote on the Plan.
3. In respect of the Terminating Corporation, all of the outstanding
shares of Common Stock unanimously voted for the Plan.
4. The number of votes cast for the Plan was sufficient for the approval
thereof by the holders of the Common Stock of the Terminating Corporation.
5. In respect of the Surviving Corporation, the designation and number of
outstanding shares of, and the number of votes entitled to be cast by, each
voting group entitled to vote on the Plan are (and at the time of shareholder
approval of the Plan were) as follows:
<PAGE>
(a) Designation of voting group: The Surviving Corporation has only
one class of capital stock, which is designated as Common Stock, no par value.
(b) Number of outstanding shares of voting group: The Surviving
Corporation has 100 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of the Surviving Corporation was entitled to
cast one vote on the Plan.
6. In respect of the Surviving Corporation, all of the outstanding shares
of Common Stock unanimously voted for the Plan.
7. The number of votes cast for the Plan was sufficient for the approval
thereof by the holders of the Common Stock of the Surviving Corporation.
8. The effective time and date of these Articles of Merger and the merger
herein provided for shall be the close of business on August 3, 1996.
Executed on July 25, 1996
INDIANAPOLIS WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President
SOUTHLAKE WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
PLAN OF MERGER
INDIANAPOLIS WILSONS, INC., an Indiana corporation (the "Terminating
Corporation"), and SOUTHLAKE WILSONS, INC., an Indiana corporation
("Southlake"), shall merge into a single corporation pursuant to the Indiana
Business Corporation Law upon the following terms and conditions:
(1) The merger of the Terminating Corporation into Southlake (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Southlake shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporation shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Southlake shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporation shall cease, and the corporate existence of
Southlake, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the State of Indiana.
(4) The Articles of Incorporation and By-Laws of Southlake in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or Southlake, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Indiana, except that, upon the
effectiveness of the Merger, Article I of said Articles of Incorporation shall
be deemed to be amended to read in its entirety as follows:
"ARTICLE I
---------
Name
----
The name of the Corporation is Wilsons Leather of Indiana Inc."
(5) The directors of Southlake immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Southlake immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
EXHIBIT 3.27
_______________________
AMENDED AND RESTATED BYLAWS
OF
WILSONS LEATHER OF INDIANA INC.
(an Indiana corporation)
_______
ARTICLE I
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by Section 23-1-
26-6 of the Indiana Business Corporation Law (the "Code") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by at least two officers (or by the sole officer, if the Corporation has only
one officer), designated by the Board of Directors, and may bear the corporate
seal or its facsimile. If a person who signed, either manually or in facsimile,
a share certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
record date, declaration date, and payment date with respect to any share
dividend or distribution. The Board of Directors may also fix a record date for
one or more voting groups in order to determine the shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, to vote, or to
take any other action, provided, that a record date fixed under this sentence
may not be more than seventy days before the meeting or action requiring a
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date, which it
must do if
<PAGE>
the meeting is adjourned to a date more than one hundred twenty days
after the date fixed for the original meeting.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right
------------------------
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Code confers such rights notwithstanding that the articles of incorporation may
provide for more than one class or series of shares, one or more of which are
limited or denied such rights thereunder.
5. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Code confers the right
to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Indiana as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, if any, the President, or the Secretary or
by any officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner, or by any other person or persons
authorized by the Code to call a special shareholder's meeting.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of each annual and special shareholders'
meeting. Such notice shall be given not more than sixty days nor fewer than ten
days before the meeting date. Unless the Code or the articles of incorporation
require otherwise, notice of an annual meeting need not include a description of
the purpose or purposes for which the meeting is called. Notice of a special
meeting must include a description of the purpose or purposes for which the
meeting is called. The Corporation shall give notice to shareholders not
entitled to vote in any instance where such notice is required by the provisions
of the Code. A shareholder may waive any notice required by the Code, the
articles of incorporation or the Bylaws before or after the date and time stated
in the notice. The waiver must be in writing, and must be delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented. The term
"notice"
2
<PAGE>
as used in this paragraph shall mean either oral or written notice as prescribed
by the provisions of Section 23-1-20-29 of the Code.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, a Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder entitled to vote at the meeting, beginning five business days before
the date of the meeting for which the list was prepared and continuing through
the meeting, at the Corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held. Subject to
Section 23-1-52-2(c) of the Code, a shareholder or the shareholder's agent or
attorney authorized in writing, is entitled on written demand to inspect and to
copy the list during regular business hours and at the shareholder's expense
during the period it is available for inspection. The Corporation shall make
the shareholders' list available at the meeting, and any shareholder, or the
shareholder's agent or attorney authorized in writing, is entitled to inspect
the list at any time during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for the shareholder by signing an appointment form, either
personally or by the shareholder's attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent authorized
to tabulate votes. An appointment is valid for eleven months, unless a shorter
or longer period is expressly provided in the appointment form. An appointment
of a proxy is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
recognition procedure by which the beneficial owner of shares that are
registered in the name of a nominee is recognized by the Corporation as the
shareholder. The extent of this recognition may be determined in the
recognition procedure.
i. QUORUM. Unless the articles of incorporation or the Code provides
------
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter. Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for
3
<PAGE>
the remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for that adjourned meeting.
j. VOTING. Unless otherwise provided in the Articles of
------
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Code require a greater number of affirmative
votes.
7. ACTION WITHOUT MEETING. Action required or permitted by the Code
----------------------
to be taken at a shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken under this paragraph shall be effective when the
last shareholder signs the consent unless the consent specifies a different
prior or subsequent effective date.
ARTICLE II
------- --
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation set
----------------------------------
forth in the articles of incorporation, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the Corporation
managed under the direction of, a Board of Directors. The Board may fix the
compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder,
-------------------------
a citizen of the United States, or a resident of the State of Indiana. The
Board of Directors shall not be less than one nor more than ten. The number of
directors may be fixed or changed from time to time, within such minimum and
maximum, by the shareholders or by the Board of Directors. The number of
directors shall never be less than one.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the end of the term for which the
director's predecessor was elected. Despite the expiration of a director's
term, the director continues to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy; or if the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
4
<PAGE>
4. MEETINGS.
--------
a. TIME. Meetings shall be held at such time as the Board shall fix,
----
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
b. PLACE. The Board of Directors may hold regular or special
-----
meetings in or out of the State of Indiana at such place as shall be fixed by
the Board.
c. CALL. No call shall be required for regular meetings for which
----
the time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, of the Vice-Chairman of the
Board, if any, of the President, or of a majority of the directors in office.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any special meeting need not describe the
purpose of the meeting. A director may waive any notice required by the Code or
by these Bylaws before or after the date and time stated in the notice. A
director's attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting or promptly upon the director's arrival objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Except as hereinbefore provided, a
waiver must be in writing, must be signed by the director entitled to the
notice, and must be filed with the minutes or corporate records.
e. QUORUM AND ACTION. A quorum of the Board of Directors consists
-----------------
of a majority of the number of directors prescribed in or fixed in accordance
with these Bylaws. Except as otherwise herein provided or except as any
provision of law may otherwise require, if a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors. The Board of Directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting through
use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in
a meeting by this means is deemed to be present in person at the meeting.
f. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders or directors may remove
--------------------
one or more directors with or without cause pursuant to the provisions of
Section 23-1-33-8 of the Code.
5
<PAGE>
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in
office when the action is taken; or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
Section 23-1-34-5 of the Code. The provisions of Sections 23-1-34-1 through 23-
1-34-5 of the Code, which govern meetings, action without meetings, notice, and
waiver of notice, and quorum and voting requirements, apply to committees and
their members as well. To the extent specified by the Board of Directors or
these Bylaws, each committee may exercise the authority of the Board of
Directors except such authority as may not be delegated under the Code.
7. ACTION WITHOUT MEETING. Action required or permitted by the Code
----------------------
to be taken at a Board of Directors' meeting may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced
by one or more written consents describing the action taken, signed by each
director, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this paragraph is effective
when the last director signs the consent, unless the consent specifies a
different prior or subsequent effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or appointed by a duly elected or appointed officer.
The same individual may simultaneously hold more than one office in the
Corporation.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
6
<PAGE>
ARTICLE IV
----------
REGISTERED OFFICE AND AGENT
---------------------------
The address of the initial registered office of the Corporation and
the name of the initial registered agent of the Corporation are set forth in the
original articles of incorporation.
ARTICLE V
---------
CORPORATE SEAL
--------------
The seal of the Corporation shall be a circular embossed seal having
inscribed thereon the name of the Corporation and the following words:
"Corporate Seal Indiana"
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
Unless the articles of incorporation provide otherwise, only the Board
of Directors may amend or repeal the Bylaws.
7
<PAGE>
Exhibit 3.28
ARTICLES OF INCORPORATION
-------------------------
OF
SOUTHERN HILLS WILSONS, INC.
----------------------------
The undersigned, being an individual, does hereby act as incorporator
in adopting the following Articles of Incorporation for the purpose of
organizing a corporation for profit, pursuant to the provisions of the Iowa
Business Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called
-----
the "corporation") is SOUTHERN HILLS WILSONS, INC.
SECOND: The number of shares which the corporation is authorized to
------
issue is one hundred, all of which are without par value and are of the same
class and are to be Common shares.
THIRD: The street address of the initial registered office of the
-----
corporation in the State of Iowa is 729 Insurance Exchange Building, Des Moines,
Iowa 50309.
The name of the initial registered agent of the corporation at the
said registered office is United States Corporation Company.
FOURTH: The name and address of the incorporator are:
------
NAME ADDRESS
---- -------
Athena Togias 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The purposes for which the corporation is organized, which
-----
shall include the authority of the corporation to engage in any lawful business,
are as follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have all of the general powers granted to corporations organized
under the Iowa Business Corporation Act, whether granted by specific
statutory authority or by construction of law.
<PAGE>
SIXTH: The corporation shall, to the fullest extent permitted by the
-----
provisions of the Iowa Business Corporation Act, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
SEVENTH: The personal liability of the directors of the corporation
-------
is hereby eliminated to the fullest extent permitted by the provisions of the
Iowa Business Corporation Act, as the same may be amended and supplemented.
EIGHTH: Directors are elected by a plurality of the votes cast by the
------
shares entitled to vote in the election of directors.
NINTH: The duration of the corporation shall be perpetual.
-----
Signed on June 5, 1991
/s/ Athena Togias
----------------------------------
Athena Togias, incorporator
<PAGE>
ARTICLES OF MERGER
OF
COUNCIL BLUFFS WILSONS, INC.
LINDALE WILSONS, INC.
OLD CAPITAL CENTER WILSONS, INC.
VALLEY WEST WILSONS, INC.
WITH AND INTO
SOUTHERN HILLS WILSONS, INC.
To the Secretary of State
State of Iowa
Pursuant to the provisions of the Iowa Business Corporation Act, the
domestic business corporations herein named do hereby submit the following
Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging COUNCIL BLUFFS WILSONS, INC., LINDALE WILSONS,
INC., OLD CAPITAL CENTER WILSONS, INC. and VALLEY WEST WILSONS, INC., all Iowa
corporations (the "Terminating Corporations"), with and into SOUTHERN HILLS
WILSONS, INC., an Iowa corporation (the "Surviving Corporation"), as approved by
resolution duly adopted by the Board of Directors of each of the Terminating
Corporations and by resolution duly adopted by the Board of Directors of the
Surviving Corporation.
2. In respect of each of the Terminating Corporations, the designation
and number of outstanding shares of, and the number of votes entitled to be cast
by, each voting group entitled to vote on the Plan are (and at the time of
shareholder approval of the Plan are) as follows:
(a) Designation of voting group: Each of the Terminating Corporations
has only one class of capital stock, which is designated as Common Stock, no par
value.
(b) Number of outstanding shares of voting group: Each of the
Terminating Corporations has 100 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of each of the Terminating Corporations was
entitled to cast one vote on the Plan.
<PAGE>
3. In respect of each of the Terminating Corporations, all of the
outstanding shares of Common Stock unanimously voted for the Plan.
4. The number of votes cast for the Plan was sufficient for the approval
thereof by the holders of the Common Stock of each of the Terminating
Corporations .
5. In respect of the Surviving Corporation, the designation and
number of outstanding shares of, and the number of votes entitled to be cast by,
each voting group entitled to vote on the Plan are (and at the time of
shareholder approval of the Plan were) as follows:
(a) Designation of voting group: The Surviving Corporation has only
one class of capital stock, which is designated as Common Stock, no par value.
(b) Number of outstanding shares of voting group: The Surviving
Corporation has 100 shares of Common Stock outstanding.
(c) Number of votes entitled to be cast by voting group: Each of the
outstanding shares of Common Stock of the Surviving Corporation was entitled to
cast one vote on the Plan.
6. In respect of the Surviving Corporation, all of the outstanding
shares of Common Stock unanimously voted for the Plan.
7. The number of votes cast for the Plan was sufficient for the
approval thereof by the holders of the Common Stock of the Surviving
Corporation.
8. The effective time and date of these Articles of Merger and the
merger herein provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
COUNCIL BLUFFS WILSONS, INC.
LINDALE WILSONS, INC.
OLD CAPITAL CENTER WILSONS, INC.
VALLEY WEST WILSONS, INC.
By: /s/ David L. Rogers
--------------------------------
Name: David L. Rogers
Title: President of Each
<PAGE>
SOUTHERN HILLS WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
COUNCIL BLUFFS WILSONS, INC., LINDALE WILSONS, INC., OLD CAPITAL CENTER
WILSONS, INC. and VALLEY WEST WILSONS, INC., all Iowa corporations (the
"Terminating Corporations"), and SOUTHERN HILLS WILSONS, INC., an Iowa
corporation ("Southern Hills"), shall merge into a single corporation pursuant
to the Iowa Business Corporation Act upon the following terms and conditions:
(1) The merger of the Terminating Corporations into Southern Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Southern Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Southern Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Southern
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Iowa.
(4) The Articles of Incorporation and By-Laws of Southern Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Southern Hills, shall continue as, and shall be deemed to be,
the Articles of Incorporation and By-Laws of the Surviving Corporation until
amended in accordance with the laws of the State of Iowa, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of Iowa Inc."
(5) The directors of Southern Hills immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Southern Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.29
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF IOWA INC.
(an Iowa corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the Iowa
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by any two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any two officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. If a person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the Corporation may fix a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such
<PAGE>
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty days
after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Iowa as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called.
Unless the Business Corporation Act or the articles of incorporation require
otherwise, the Corporation is required to give notice only to shareholders
entitled to vote at the meeting. A shareholder may waive any notice required by
the Business Corporation Act, the articles of incorporation or the Bylaws before
or after the time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to the notice, and be delivered to the Corporation
for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting or promptly upon the shareholder's arrival objects to holding the
meeting or transacting business at the meeting and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder,
2
<PAGE>
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting, at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. A shareholder, or a shareholder's agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of the Business Corporation Act, to copy the list, during regular
business hours and at the person's expense, during the period it is available
for inspection. The Corporation shall make the shareholders' list available at
the meeting, and any shareholder, or a shareholder's agent or attorney, is
entitled to inspect the list at any time during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for the shareholder by signing an appointment form, either
personally or by the shareholder's attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent authorized
to tabulate votes. An appointment is valid for eleven months, unless a longer
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
j. VOTING. Directors are elected by a majority of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
3
<PAGE>
articles of incorporation or the Business Corporation Act requires a greater
number of affirmative votes.
5. ACTION WITHOUT MEETING. Any action required or permitted by the
----------------------
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting or vote, and, except as otherwise
required by the Business Corporation Act, without prior notice, if one or more
written consents describing the action taken are signed by the holders of
outstanding shares having not less than ninety percent of the votes entitled to
be cast at the meeting at which all shares entitled to vote on the action were
present and voted, and are delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent shall
be given to those shareholders who have not consented in writing. If the taking
of that corporate action requires the giving of notice under the Business
Corporation Act, the notice of the action shall set forth the matters described
in the Business Corporation Act.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
or a resident of the State of Iowa. The number of directors shall not be less
than one nor more than nine. The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If at any time the number of directors is not fixed by
the shareholders or directors, the number of directors shall be two until
changed by the directors or shareholders. Except as provided in the preceding
sentence, the number of directors shall be deemed to be fixed in these Bylaws as
the number fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the shareholders or the Board of Directors may fill the
vacancy, or if the
4
<PAGE>
directors remaining in office constitute fewer than a quorum of the Board of
Directors, they may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting or promptly upon the director's arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Except as
hereinbefore provided, a waiver shall be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
5
<PAGE>
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in
office when the action is taken, or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
the Business Corporation Act. The provisions of the Business Corporation Act,
which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors, apply to committees
and their members as well. To the extent specified by the Board of Directors or
these Bylaws, each committee may exercise the authority of the Board of
Directors under the Business Corporation Act except such authority as may not be
delegated under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing minutes
of the directors' and shareholders' meetings and for authenticating records of
the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserve this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors shall not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors.
7
<PAGE>
Exhibit 3.30
ARTICLES OF INCORPORATION
OF
ACADIANA MALL WILSONS, INC.
The undersigned, being a natural person capable of contracting and
acting as the incorporator to form a corporation for one or more lawful business
purposes under the provisions of the Business Corporation Law of the State of
Louisiana, does hereby adopt and sign the following Articles of Incorporation.
FIRST: The name of the corporation (hereinafter called the
-----
"corporation") is ACADIANA MALL WILSONS, INC.
SECOND: The nature in general terms of the purpose or purposes for
------
which the corporation is to be formed, which shall be in addition to the
authority of the corporation to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law, is as follows:
To buy, sell and generally deal in and with (at wholesale,
retail or both) men's, women's and children's clothing, shoes,
jewelry, belts, pocketbooks, and other accessories and wearing
apparel of every kind and description.
To have the powers conferred upon corporations formed under
the Business Corporation Law, including the power to perform any
acts which are necessary or proper to accomplish the purpose or
purposes as expressed or implied in these Articles of
Incorporation, or which may be incidental thereto, and which are
not repugnant to law.
THIRD: The duration of the corporation is to be perpetual.
-----
FOURTH: The aggregate number of shares which the corporation shall
------
have authority to issue is one hundred, all of which are without par value, and
all of which are of the same class and are designated as common shares.
FIFTH: The full name and the post office address of the incorporator
-----
of the corporation are as follows:
FULL NAME POST OFFICE ADDRESS
--------- -------------------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
<PAGE>
SIXTH: Cash, property, or share dividends, shares issuable to
-----
shareholders in connection with a reclassification of stock and the redemption
price of redeemed shares, if any, which are not claimed by the shareholders
entitled thereto within a reasonable time as determined by the Board of
Directors (not less than one year in any event) after the dividend or redemption
price, if any, became payable or the shares became issuable, despite reasonable
efforts by the corporation to pay the dividend or redemption price, if any, or
deliver the certificates for the shares to such shareholders within such time,
shall, at the expiration of such time, revert in full ownership to the
corporation, and the corporation's obligation to pay such dividend or redemption
price, if any, or issue such shares, as the case may be, shall thereupon cease;
provided that the Board of Directors may, at any time, for any reason
satisfactory to it, but need not, authorize (a) payment of the amount of any
cash or property dividend or redemption price, if any, or (b) issuance of any
shares, ownership of which has reverted to the corporation to the entity who or
which would be entitled thereto had such reversion not occurred.
SEVENTH: For the regulation of the business and the conduct of the
-------
affairs of the corporation, it is further provided:
1. Except as may otherwise be provided in these Articles of
Incorporation, in any By-Law adopted by the Board of Directors, or in the
Business Corporation Law, all the corporate powers shall be vested in, and
the business and affairs shall be managed by, the Board of Directors.
2. The number of directors constituting the first Board of Directors
of the corporation shall be the number of directors named in the initial
report or the supplemental report prescribed by Section 12:101 of the
Business Corporation Law. Thereafter, the number shall be that fixed from
time to time in the By-Laws.
3. One or more or all the directors of the corporation may be removed
for cause by the shareholders by the affirmative vote of the majority of
the total voting power; and one or more or all the directors may be removed
without cause by like vote of said shareholders. The Board of Directors
shall have the power to remove directors for cause and to suspend directors
pending a final determination that cause exists for removal.
4. Any director absent from a meeting of the Board or of any
committee thereof may be represented by any other director or shareholder,
who may cast the vote of the absent director according to the written
instructions, general or special, of the absent director.
5. By resolution of the Board of Directors only, the President, a
Vice-President or Manager, if any, of the corporation shall have power in
the name and behalf of the corporation to authorize the institution,
prosecution or defense of any suit and other legal proceedings. Subject to
the provisions of the resolution of the Board, such person or persons shall
have authority in the corporation's name and behalf to direct the issuance
of conservatory writs and to bond property in custodia legis, to execute
bonds in connection with any legal proceedings, and to make any affidavit
required by law or the rules of the court.
<PAGE>
6. In lieu of setting forth provisions in these Articles of
Incorporation in respect of restrictions on the transfer of shares of the
corporation or any provisions for the optional or compulsory sale and
purchase of shares among the shareholders and the corporation or any of
them, such provisions may be set forth in the By-Laws of the corporation or
in a written agreement or written agreements of the parties involved.
7. Whenever any provision of the Business Corporation Law shall
require for the approval of any specified corporate action the vote of at
least two-thirds of the voting power present, and whenever any such
provision shall also permit the Articles of Incorporation to prescribe a
smaller proportion of such voting power, then, and in that event, the
corporate action shall be approved by the vote of at least a majority of
the voting power present; and whenever the corporation shall have one or
more classes or series of shares which are denied voting power under the
Articles of Incorporation but the vote of the holders of two-thirds of the
shares of said class or series present or represented at a meeting is
required by the Business Corporation Law unless the Articles of
Incorporation prescribe a smaller proportion, then and in that event, the
vote of the holders of at least a majority of the shares of such class or
series present or represented at a meeting shall be necessary to the
adoption thereof by said class or series.
8. Whenever the affirmative vote of shareholders at a meeting is
required to authorize or constitute corporate action under any provision of
the Business Corporation Law or of the Articles of Incorporation or By-Laws
of the corporation, any such action may be authorized or constituted by a
consent in writing, without a meeting, signed by the shareholders having at
least that proportion of voting power which would be necessary under any
such provision to authorize or constitute the action by the affirmative
vote at a meeting; provided, that any such written consent shall be filed
with the record of proceedings of the shareholders; and provided, further,
that prompt notice shall be given to all of the shareholders entitled
thereto of the action taken pursuant to such written consent.
9. The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of Section
12:24(c)(4) of the Business Corporation Law, as the same may be amended and
supplemented.
10. The corporation shall, to the fullest extent permitted by the
Business Corporation Law of Louisiana, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and
the indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any By-
Law, agreement, authorization of shareholders or disinterested directors,
or otherwise, both as to action in his 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,
<PAGE>
employee, or agent and shall inure to the benefit of his heirs and legal
representative.
Signed on March 30, 1994.
/s/ Athena Amaxas
-------------------------------
Athena Amaxas, Incorporator
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 30th day of March, 1994, before me, the subscriber, a Notary
Public duly appointed to take proof and acknowledgment of deeds and other
instruments, came Athena Amaxas, to me personally known to be the individual
described in and who signed the preceding Articles of Incorporation, and who
duly acknowledged to me, the signing of the same, and being by me duly sworn
deposeth and saith that she signed the foregoing Articles of Incorporation as
incorporator.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix my official
seal at New York, New York the day and year first above written.
/s/ Patricia Sweetman
-------------------------------
Notary Public
(SEAL)
<PAGE>
AGREEMENT OF MERGER
AGREEMENT OF MERGER entered into on July 19, 1996 by and between
CORTANA MALL WILSONS, INC. and OAKWOOD WILSONS, INC., all Louisiana corporations
(the "Terminating Corporations"), and ACADIANA MALL WILSONS, INC., a Louisiana
corporation ("Acadiana").
(1) The Terminating Corporations and Acadiana shall merge into a
single corporation pursuant to the Business Corporation Law of the State of
Louisiana upon the terms and conditions set forth below.
(2) The merger of the Terminating Corporations into Acadiana (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Acadiana shall be the surviving corporation following the Merger (the "Surviving
Corporation").
(3) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Acadiana shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(4) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporations shall cease, and the corporate existence of
Acadiana, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the State of Louisiana.
(5) The Articles of Incorporation and By-Laws of Acadiana in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Acadiana, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Louisiana, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST: The name of the corporation (herein called the
-----
"corporation") is Wilsons Leather of Louisiana Inc."
(6) The directors of Acadiana immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Acadiana immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Merger to be duly executed as of the date first written above.
CORTANA MALL WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
OAKWOOD WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
ACADIANA MALL WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Capacity: President
STATE OF MINNESOTA )
)SS.:
COUNTY OF HENNEPIN )
On this 19th day of July, 1996, before me, the subscriber, a Notary
Public duly appointed to take proof and acknowledgment of deeds and other
instruments, came David L. Rogers, to me personally known to be the individual
described in and who signed the preceding document and who duly acknowledged to
me the signing of the same, and being by me duly sworn deposeth and saith that
he signed the preceding document as President of CORTANA MALL WILSONS, INC.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix my official
seal at Minneapolis, Minnesota, on the day and year first above written.
/s/ Amy M. Greene
---------------------------------------
Notary Public
[Seal]
<PAGE>
STATE OF MINNESOTA )
)SS.:
COUNTY OF HENNEPIN )
On this 19th day of July, 1996, before me, the subscriber, a Notary
Public duly appointed to take proof and acknowledgment of deeds and other
instruments, came David L. Rogers, to me personally known to be the individual
described in and who signed the preceding document and who duly acknowledged to
me the signing of the same, and being by me duly sworn deposeth and saith that
he signed the preceding document as President of OAKWOOD WILSONS, INC.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix my official
seal at Minneapolis, Minnesota, on the day and year first above written.
/s/ Amy M. Greene
---------------------------------------
Notary Public
[Seal]
STATE OF MINNESOTA )
)SS.:
COUNTY OF HENNEPIN )
On this 19th day of July, 1996, before me, the subscriber, a Notary
Public duly appointed to take proof and acknowledgment of deeds and other
instruments, came David L. Rogers, to me personally known to be the individual
described in and who signed the preceding document and who duly acknowledged to
me the signing of the same, and being by me duly sworn deposeth and saith that
he signed the preceding document as President of ACADIANA MALL WILSONS, INC.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix my official
seal at Minneapolis, Minnesota, on the day and year first above written.
/s/ Amy M. Greene
---------------------------------------
Notary Public
[Seal]
<PAGE>
CERTIFICATE OF SECRETARY
OF
CORTANA MALL WILSONS, INC.
(a Louisiana corporation)
The undersigned, being the Secretary of CORTANA MALL WILSONS, INC.,
does hereby certify that the foregoing Agreement of Merger was approved by
unanimous written consent of the directors and sole shareholder of said
corporation on July 19, 1996.
/s/ Jonathan G. Halper
---------------------------------------
Jonathan G. Halper
CERTIFICATE OF SECRETARY
OF
OAKWOOD WILSONS, INC.
(a Louisiana corporation)
The undersigned, being the Secretary of OAKWOOD WILSONS, INC., does
hereby certify that the foregoing Agreement of Merger was approved by unanimous
written consent of the directors and sole shareholder of said corporation on
July 19, 1996.
/s/ Jonathan G. Halper
---------------------------------------
Jonathan G. Halper
CERTIFICATE OF SECRETARY
OF
ACADIANA MALL WILSONS, INC.
(a Louisiana corporation)
The undersigned, being the Secretary of ACADIANA MALL WILSONS, INC.,
does hereby certify that the foregoing Agreement of Merger was approved by
unanimous written consent of the directors and sole shareholder of said
corporation on July 19, 1996.
/s/ Jonathan G. Halper
---------------------------------------
Jonathan G. Halper
<PAGE>
Exhibit 3.31
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF LOUISIANA INC.
(a Louisiana corporation)
________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES OF STOCK. Certificates of stock shall set forth
---------------------
thereon the statements prescribed by the Louisiana Business Corporation Law (the
"Business Corporation Law") and by any other applicable provision of law and
shall be signed by the President or a Vice-President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal or a facsimile thereof. The signature of any one or
more of such officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or by a registrar other than the Corporation
itself. No certificate of stock shall be invalid by reason of the fact that any
officer whose real or facsimile signature appears thereon ceased to be an
officer of the Corporation before the certificate was issued.
A certificate of stock shall not be issued until the share or shares
represented thereby are paid in full in accordance with the provisions of the
Business Corporation Law.
The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the share register of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon.
<PAGE>
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of and to vote at a meeting, or to receive a
dividend, or to receive or exercise subscription or other rights, or to
participate in a reclassification of stock, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors may fix in
advance a record date for determination of shareholders for such purpose, such
date to be not more than sixty days and, if fixed for the purpose of determining
shareholders entitled to notice of and to vote at a meeting, not less than ten
days, prior to the date on which the action requiring the determination of
shareholders is to be taken. Except as the Board of Directors may provide
otherwise, if no record date is fixed for the purpose of determining
shareholders entitled to notice of and to vote at a meeting, the close of
business on the day before the notice of the meeting is mailed, or if notice is
waived, the close of business on the day before the meeting, shall be the record
date for such purpose, or for any other purpose, the close of business on the
day on which the Board of Directors adopts the resolution relating thereto shall
be the record date for such purpose. A determination of shareholders entitled
to notice of and to vote at a meeting, shall apply to any adjournment thereof
unless otherwise provided by the Board of Directors.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date designated,
----
from time to time, by the directors. If, for a period of eighteen months, the
directors shall fail to designate the date of an annual meeting, then, and in
that event, such annual meeting shall be held on the date designated by, or in
accordance with the request of, any shareholder entitled to call such meeting.
A special meeting shall be held on the date designated by the directors.
b. PLACE. Annual meetings and special meetings may be held at such
-----
place, within or without the State of Louisiana, as the directors may, from time
to time, designate. Whenever the directors shall fail to designate such place,
the meeting shall be held at the registered office of the Corporation in the
State of Louisiana. An annual meeting which is called by a shareholder entitled
to call the same shall be held at the registered office of the Corporation in
the State of Louisiana and a special meeting called at the request of, or by one
or more shareholders entitled to request or call the same, shall be held at the
place designated by the Secretary or the shareholder or shareholders, as the
case may be.
c. CALL. Annual meetings may be called by the directors, by the
----
President, the Secretary, or by any officer instructed by the directors to call
the meeting. Special meetings may be called in like manner, except that any
such meeting shall be called by the Secretary upon the written request of the
holders of not less than twenty percent of the outstanding shares. If an annual
meeting shall not be called as aforesaid for a period of eighteen months, any
shareholder may call such meeting.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The person or
-------------------------------------------------
persons calling a shareholders' meeting shall cause written notice of the time,
place and purpose of the meeting to be given to all shareholders entitled to
vote at such meeting, at least ten
2
<PAGE>
days and not more than sixty days prior to the day fixed for the meeting. Notice
of the annual meeting need not state the purpose thereof, except as otherwise
provided in the Business Corporation Law if a specified action is to be taken at
the meeting. If such written notice is placed in the United States mail, postage
prepaid, and addressed to a shareholder at his last known address, notice shall
be deemed to have been given him. The notice of any annual or special meeting
shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Business Corporation Law. Notice of
any shareholders' meeting may be waived in writing by any shareholder at any
time. The written waiver need not specify the purpose of or the business to be
transacted at the meeting and such notice shall be deemed to have been given to,
or waived by, all shareholders present or represented at any such meeting except
any shareholder who, at the beginning of the meeting, objects to the transaction
of any business because the meeting is not lawfully called or convened.
Adjournments of any annual or special meeting of shareholders may be taken
without new notice being given unless a new record date is fixed for the
adjourned meeting, but any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors shall have been elected.
e. VOTING LIST. At any meeting of shareholders, a list of
-----------
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, if any, showing the number and class of shares held by each shareholder
on the record date for the meeting shall be produced on the request of any
shareholder.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the Chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Any shareholder who is entitled to attend a
--------------------
shareholders' meeting, to vote thereat, or to execute consents, waivers, or
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers, and releases, and exercise any of his other rights, by one or
more agents, authorized by a written proxy executed by such person or by his
attorney-in-fact. No proxy shall be valid after the expiration of eleven months
from the date thereof unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the person executing it, except as otherwise
provided by the Business Corporation Law.
h. QUORUM. The holders of a majority of the total voting power shall
------
constitute a quorum at a meeting of shareholders for the transaction of any
business. When a quorum is once present to organize a meeting, the shareholders
present may continue to do business at the meeting or at any adjournment thereof
notwithstanding the withdrawal of enough shareholders to leave less
3
<PAGE>
than a quorum or the refusal of any shareholders present to vote. If a meeting
cannot be organized because a quorum has not attended, those present may adjourn
the meeting to such time and place as they may determine, unless a new record
date is fixed for such meeting and except that any meeting at which directors
are to be elected shall be adjourned only from day to day until such directors
shall have been elected. In the case of any meeting called for the election of
directors, those who attend the second of such adjourned meetings, although less
than a quorum, shall nevertheless constitute a quorum for the purpose of
electing directors.
i. VOTING. Each share shall entitle the holder thereof to one vote.
------
In the election of directors, a plurality of votes shall elect. Any other
action shall be authorized by a majority of the votes actually cast, unless the
vote of a different proportion is required or permitted by the Business
Corporation Law, the articles of incorporation, or these Bylaws.
5. SHAREHOLDER ACTION WITHOUT MEETINGS. Whenever the affirmative
-----------------------------------
vote of shareholders at a meeting is required to authorize or constitute
corporate action under any provision of the Business Corporation Law or of the
articles of incorporation or these Bylaws, any such action may be authorized or
constituted by a consent in writing, without a meeting, signed by all of the
shareholders having voting power on that particular question; provided, that any
such written consent shall be filed with the records of proceedings of the
shareholders.
ARTICLE II
----------
DIRECTORS
---------
1. FUNCTIONS AND DEFINITIONS. The corporate powers shall be vested
-------------------------
in, and the business and affairs of the Corporation shall be managed by, its
Board of Directors. The Board of Directors shall have authority to fix the
compensation of directors for services in any capacity.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
-------------------------
person. A director need not be a shareholder or a resident of the State of
Louisiana. The number of directors shall not be less than one nor more than
nine. The number of directors may be fixed or changed from time to time, within
such minimum and maximum, by the shareholders or by the Board of Directors. If
at any time the number of directors is not fixed by the shareholders or
directors, the number of directors shall be two until changed by the directors
or shareholders. Except as provided in the preceding sentence, the number of
directors shall be deemed to be fixed in these Bylaws as the number fixed from
time to time by the shareholders or the directors.
3. ELECTION AND TERM. The initial Board of Directors shall hold
-----------------
office until the first annual meeting of shareholders and until his or their
successors have been elected and qualified. Thereafter, directors who are
elected at an annual meeting of shareholders, and directors who are elected in
the interim to fill vacancies and newly created directorships, shall hold office
4
<PAGE>
until the next annual meeting of shareholders and until their successors have
been elected and qualified, or until their earlier resignation, removal from
office, or death. In the interim between annual meetings of shareholders or of
special meetings of shareholders called for the election of directors, newly
created directorships and any vacancies in the Board of Directors, including
vacancies resulting from the removal of directors for cause or without cause
which are not filled at the meeting of shareholders at which any such removal
has been effected, may be filled by the vote of the remaining director or
directors then in office, although less than a quorum exists.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Law.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written notice of the time, place and purpose of special meetings of the Board
of Directors shall be given to each director either by personal delivery or by
mail, telegram, or cablegram in sufficient time for the convenient assembly of
the directors thereat. Directors present at a meeting shall be deemed to have
received due, or to have waived, notice thereof. Notice of a meeting may be
waived in writing at any time and the waiver need not specify the purpose of or
the business to be transacted at the meeting.
c. QUORUM AND ACTION. A majority of the Board of Directors shall be
-----------------
necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors. If a quorum is present when the
meeting is convened, the directors present may continue to do business, taking
action by vote of a majority of a quorum as fixed above, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed above, or the refusal of any director present to vote.
The members of the Board of Directors, or of any committee of the
Board of Directors, may participate in and hold a meeting of the Board of
Directors by means of conference telephone or similar communications equipment,
provided that all persons participating in the meeting can hear and communicate
with each other. Participation in a meeting pursuant to this paragraph shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
5
<PAGE>
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. The shareholders, by vote of a majority of
--------------------
the total voting power at any special meeting called for the purpose, may remove
from office, with or without cause, any one or more of the directors,
notwithstanding that his or their terms of office may not have expired, and may
forthwith at such meeting proceed to elect a successor for the unexpired term.
6. COMMITTEES. The Board of Directors may designate one or more
----------
committees in accordance with the Business Corporation Law.
7. ACTION WITHOUT MEETING. Any action which may be taken at a
----------------------
meeting of the Board of Directors or any committee thereof, may be taken by a
consent in writing signed by all of the directors or by all members of the
committee, as the case may be, and filed with the records of proceedings of the
Board of Directors or committee.
ARTICLE III
-----------
OFFICERS
--------
The Board of Directors shall elect a President, a Secretary and a
Treasurer, and may elect one or more Vice-Presidents. No officer need be a
director. Any two of these officers may be combined in one person; provided
that no person holding more than one office may sign, in more than one capacity,
any certificate or other instrument required by law to be signed by two
officers. Such other officers and agents as may be necessary for the business
of the Corporation may be appointed by the Board of Directors.
Unless otherwise provided in the resolution of election or
appointment, all officers shall be elected for a term of office running until
the meeting of the Board of Directors following the next annual meeting of
shareholders and until their successors have been elected or appointed and
qualified.
Officers and agents shall have the powers and duties defined in the
resolutions appointing them.
Any officer, or any agent elected or appointed by the Board of
Directors, may be removed by the Board of Directors with or without cause.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
STATUTORY NOTICES TO SHAREHOLDERS
---------------------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
BOOKS AND RECORDS
-----------------
The Corporation shall keep at its registered office in the State of
Louisiana, or at its principal place of business in or outside the State of
Louisiana books and accounts showing the amounts of its assets and liabilities,
receipts and disbursements, and gains and losses; and records of the proceedings
of the shareholders, of the directors, and of committees of the Board of
Directors, if any. The Corporation shall keep at its registered office in the
State of Louisiana, or at its principal place of business or at the office of a
transfer agent in or outside of the State of Louisiana, a share register, or a
stock certificate record, giving the names of the shareholders, and showing
their respective addresses, as and if furnished by each shareholder, the number
and classes of shares held by each, and the dates on which the certificates were
issued. If the records hereinbefore stated are not kept at such registered
office, information as to their location shall be made available at said
registered office. Such records may be in written form or in any other form
capable of being converted into written form within a reasonable time.
ARTICLE VII
-----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Law, the Corporation shall not be
required to have a seal.
7
<PAGE>
ARTICLE VIII
------------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE IX
----------
CONTROL OVER BYLAWS
-------------------
The power to make and alter the Bylaws of the Corporation shall be
vested in the Board of Directors, subject to the power of the shareholders to
change or repeal any Bylaws so made and altered.
8
<PAGE>
Exhibit 3.32
ARTICLES OF INCORPORATION
-------------------------
OF
ST. CHARLES WILSONS, INC.
-------------------------
The undersigned, being a natural person and acting as incorporator,
does hereby adopt the following Articles of Incorporation for the purpose of
forming a business corporation in the State of Maryland, pursuant to the
provisions of the Maryland General Corporation Law.
FIRST: (1) The name of the incorporator is Athena Togias.
-----
(2) The said incorporator's address, including the street and number,
if any, including the county or municipal area, and including the state or
country, is 15 Columbus Circle, New York, New York 10023-7773.
(3) The said incorporator is at least eighteen years of age.
(4) The said incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland, to
wit, the Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter called the
------
"corporation") is ST. CHARLES WILSONS, INC.
THIRD: The corporation is formed for the following purpose or
-----
purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have all of the powers conferred upon corporations organized under
the provisions of the Maryland General Corporation Law.
FOURTH: The address, including street and number, if any, and the
------
county or municipal area, of the principal office of the corporation within the
State of Maryland, is c/o United States Corporation Company, 1123 North Eutaw
Street, Baltimore City, Maryland 21201.
FIFTH: The name and the address, including street and number, if any,
-----
and the county or municipal area, of the resident agent of the corporation
within the State of Maryland,
<PAGE>
are United States Corporation Company, 1123 North Eutaw Street, Baltimore City,
Maryland 21201.
SIXTH: (1) The total number of shares of stock which the corporation
-----
has authority to issue is one hundred, all of which are without par value and
are designated as Common Stock.
(2) The Board of Directors of the corporation is authorized, from
time to time, to issue any additional stock or convertible securities of the
corporation without the approval of the holders of outstanding stock.
(3) The Board of Directors of the corporation is authorized, from
time to time, to classify or to reclassify, as the case may be, any unissued
shares of stock of the corporation.
(4) Provisions, if any, governing the restriction on the
transferability of any of the shares of stock of the corporation may be set
forth in the Bylaws of the corporation or in any agreement or agreements duly
entered into.
(5) To the extent permitted by Section 2-104(b)(5) of the Maryland
General Corporation Law, notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.
SEVENTH: (1) The number of directors of the corporation, until such
-------
number shall be changed by the Bylaws of the corporation, is five.
(2) The names of the persons who will serve as directors of the
corporation until the first annual meeting of stockholders and until their
successors are elected and qualify are as follows:
Joel N. Waller
Michael A. Friedheim
Denise Tolles
Arthur V. Richards
Shahid Quraeshi
(3) The initial Bylaws of the corporation shall be adopted by the
initial directors. Thereafter, the power to adopt, alter, and repeal the Bylaws
of the corporation shall be vested in the Board of Directors of the corporation.
(4) The corporation shall, to the fullest extent permitted by the
Maryland General Corporation Law, as the same may be amended and supplemented,
and, without limiting the generality of the foregoing, in accordance with
Section 2-418 of said Maryland General Corporation Law, indemnify any and all
persons whom it shall have power to indemnify under
2
<PAGE>
said law from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Maryland General Corporation Law.
EIGHTH: From time to time any of the provisions of these Articles of
------
Incorporation may be amended, altered or repealed, and other provisions
authorized by the Maryland General Corporation Law at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and any
contract rights at any time conferred upon the stockholders of the corporation
by these Articles of Incorporation are granted subject to the provisions of this
Article.
IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signing are my
act.
Dated: July 16, 1991
/s/ Athena Togias
-------------------------------------------
Athena Togias
3
<PAGE>
ARTICLES OF MERGER
OF
ANNAPOLIS MALL WILSONS, INC.
EASTPOINT WILSONS, INC.
LAUREL MALL WILSONS, INC.
MARLEY STATION WILSONS, INC.
SALISBURY CENTRE WILSONS, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF BETHESDA, MD., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF COLUMBIA, MD., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF GAITHERSBURG, MD., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF LANDOVER, MD., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF OWINGS, MD., INC.
AND
WILSONS/GEORGETOWN LEATHER DESIGN OF TOWSON, MD., INC.
WITH AND INTO
ST. CHARLES WILSONS, INC.
FIRST: ANNAPOLIS MALL WILSONS, INC., EASTPOINT WILSONS, INC., LAUREL MALL
WILSONS, INC., MARLEY STATION WILSONS, INC., SALISBURY CENTRE WILSONS, INC.,
WILSONS/GEORGETOWN LEATHER DESIGN OF BETHESDA, MD., INC., WILSONS/GEORGETOWN
LEATHER DESIGN OF COLUMBIA, MD., INC., WILSONS/GEORGETOWN LEATHER DESIGN OF
GAITHERSBURG, MD., INC., WILSONS/GEORGETOWN LEATHER DESIGN OF LANDOVER, MD.,
INC., WILSONS/GEORGETOWN LEATHER DESIGN OF OWINGS, MD., INC. and
WILSONS/GEORGETOWN LEATHER DESIGN OF TOWSON, MD., INC., each of which is a
corporation incorporated in the State of Maryland under the provisions of the
Maryland General Corporation Law (the "Terminating Corporations"), and ST.
CHARLES WILSONS, INC., which is a corporation incorporated in the State of
Maryland under the provisions of the Maryland General Corporation Law ("St.
Charles Wilsons"), being the corporations which are the parties to these
Articles of Merger, do hereby agree to effect a merger of said corporations (the
"Merger") upon the terms and conditions herein set forth.
SECOND: St. Charles Wilsons, the full name and state of incorporation of
which is set forth in Article First above, shall be the successor corporation
following the Merger (the "Successor Corporation"), and shall continue its
corporate existence under the name "Wilsons Leather of Maryland Inc." pursuant
to the provisions of the Maryland General
<PAGE>
Corporation Law. The principal office of St. Charles Wilsons in the State of
Maryland is located in the Independent City of Baltimore.
THIRD: Each of the Terminating Corporations, the full name and state of
incorporation of which is set forth in Article First above, shall be merged into
St. Charles Wilsons in the Merger, and the corporate existence of each of the
Terminating Corporations shall cease upon the effectiveness of the Merger
pursuant to the provisions of the Maryland General Corporation Law. The
principal office of each of the Terminating Corporations in the State of
Maryland is located in the Independent City of Baltimore. None of the
Terminating Corporations owns an interest in land in the State of Maryland.
FOURTH: The charter and by-laws of St. Charles Wilsons in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or St. Charles Wilsons, shall continue as, and shall be deemed to
be, the charter and by-laws of the Successor Corporation until amended in
accordance with the laws of the State of Maryland, except that, upon the
effectiveness of the Merger, Article Second of said charter shall be deemed to
be amended to read in its entirety as follows:
"SECOND: The name of the corporation (hereinafter called the "corporation")
------
is Wilsons Leather of Maryland Inc."
FIFTH: The directors of St. Charles Wilsons immediately prior to the
effectiveness of the Merger shall be the directors of the Successor Corporation,
subject to the applicable provisions of the by-laws of the Successor
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the by-laws of the Successor
Corporation. The officers of St. Charles Wilsons immediately prior to the
effectiveness of the Merger shall be the officers of the Successor Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the by-laws of the Successor Corporation.
SIXTH: St. Charles Wilsons is authorized to issue 100 shares of capital
stock, all of which are of one class designated as Common Stock without par
value. The authorized share structure of St. Charles Wilsons, as the Successor
Corporation, will not change as a result of the Merger.
SEVENTH: Each of the Terminating Corporations is authorized to issue 100
shares of capital stock, all of which are of one class designated as Common
Stock without par value.
EIGHTH: Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Successor Corporation, cash or other consideration shall be issued
in exchange therefor or upon
-2-
<PAGE>
cancellation thereof, and each share of capital stock of St. Charles Wilsons
shall remain outstanding as capital stock of the Successor Corporation and shall
not be converted or exchanged or in any way modified as a result of the Merger.
NINTH: The terms and conditions of the Merger herein set forth were
advised, authorized and approved by each of the Terminating Corporations and St.
Charles Wilsons in the manner and by the vote required by its charter and the
provisions of the Maryland General Corporation Law, and the Merger was approved
in the manner hereinafter set forth.
TENTH: The Merger was duly approved by the Board of Directors of each of
the Terminating Corporations and St. Charles Wilsons in the following manner.
The Board of Directors of each said corporation adopted a resolution declaring
that the Merger is advisable on the terms and conditions set forth or referred
to herein and in said resolution. Said resolution of the Board of Directors was
adopted without a meeting by a written consent signed on July 19, 1996 by all of
the members of the Board of Directors.
ELEVENTH: The Merger and the aforesaid terms and conditions were duly
approved by the sole shareholder of each of the Terminating Corporations and St.
Charles Wilsons in the following manner. The sole shareholder of each said
corporation approved the same without a meeting by a written consent signed by
it on July 19, 1996.
TWELFTH: The Merger shall be effective as of the close of business on
August 3, 1996.
IN WITNESS WHEREOF, these Articles of Merger are hereby signed for and on
behalf of each of the Terminating Corporations by its President, who does hereby
acknowledge that said Articles of Merger are the act of each said corporation,
and who does hereby state under the penalties for perjury that the matters and
facts set forth herein with respect to authorization and approval of the Merger
are true in all material respects to the best of his knowledge, information and
belief; and these Articles of Merger have been signed for and on behalf of St.
Charles Wilsons by its President, who does hereby acknowledge that said Articles
of Merger are the act of said corporation, and who does hereby state under the
penalties for perjury that the matters and facts stated herein with respect to
authorization and approval of the Merger are true in all material respects to
the best of his knowledge, information and belief.
ANNAPOLIS MALL WILSONS, INC.
EASTPOINT WILSONS, INC.
LAUREL MALL WILSONS, INC.
MARLEY STATION WILSONS, INC.
SALISBURY CENTRE WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF BETHESDA, MD., INC.
-3-
<PAGE>
WILSONS/GEORGETOWN LEATHER
DESIGN OF COLUMBIA, MD., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF GAITHERSBURG, MD., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF LANDOVER, MD., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF OWINGS, MD., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF TOWSON, MD., INC.
By /s/ David L. Rogers
-------------------------------------
President of Each
Attest:
/s/ Jonathan G. Halper
- -----------------------------------
Secretary of Each
Executed on July 19, 1996
ST. CHARLES WILSONS, INC.
By /s/ David L. Rogers
-------------------------------------
President
Attest:
/s/ Jonathan G. Halper
- -----------------------------------
Secretary
Executed on July 19, 1996
-4-
<PAGE>
Exhibit 3.33
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF MARYLAND INC.
(a Maryland corporation)
__________
ARTICLE I
---------
STOCKHOLDERS
------------
1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares
-------------------------------
of stock shall set forth thereon the statements prescribed by the Maryland
General Corporation Law (the "General Corporation Law") and by any other
applicable provision of law and shall be signed by the President or the Chairman
of the Board of Directors, if any, or a Vice-President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile of it or in any other
form. The signatures of any such officers may be either manual or facsimile
signatures. In case any such officer who has signed manually or by facsimile any
such certificate ceases to be such officer before the certificate is issued, it
may nevertheless be issued by the Corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for any
share of stock until such share is fully paid, except as otherwise authorized by
the provisions of the General Corporation Law.
The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner
of any such certificate to give bond, with sufficient surety, to the Corporation
to indemnify it against any loss or claim that may arise by reason of the
issuance of a new certificate.
Upon compliance with the provisions of the General Corporation Law,
the Board of Directors of the Corporation may adopt by resolution a procedure by
which a stockholder of the Corporation may certify in writing to the Corporation
that any shares registered in the name of the stockholder are held for the
account of a specified person other than the stockholder.
<PAGE>
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares of stock, if any, transfers of shares of stock of the
Corporation shall be made only on the stock transfer books of the Corporation by
the record holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon, if any.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may set a
----------------------------
record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
to vote at a meeting, to receive a dividend, or to be allotted other rights;
provided, that, except as may be otherwise provided herein, any such record date
shall be not more than ninety days before the date on which the action requiring
the determination will be taken, that any such closing of the transfer books may
not be for a period longer than twenty days, and that, in the case of a meeting
of stockholders, any such record date or any such closing of the transfer books
shall be at least ten days before the date of the meeting. If a record date is
not set, and, if the stock transfer books are not closed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the later of either the close of business on the day on
which notice of the meeting is mailed or the thirtieth day before the meeting,
and the record date for determining stockholders entitled to receive payment of
a dividend or an allotment of any rights shall be the close of business on the
day on which the resolution of the Board of Directors declaring the dividend or
allotment of rights is adopted, but any such payment of a dividend or allotment
of rights shall not be made more than sixty days after the date on which the
resolution is adopted. A meeting of stockholders convened on the date for which
it was called may be adjourned from time to time without further notice to a
date not more than one hundred and twenty days after the original record date.
4. STOCKHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting of stockholders shall be held on the
----
date fixed, from time to time, by the directors, within the thirty-one day
period commencing with the first day of June, for the election of directors and
the transaction of any business within the powers of the Corporation. A special
meeting shall be held on the date fixed by the directors.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, either within the State of Maryland or at such other place within the
United States, as the directors may, from time to time, set. Whenever the
directors shall fail to set such place, or, whenever stockholders entitled to
call a special meeting shall call the same, and a place of meeting is not set,
the meeting shall be held at the principal office of the Corporation in the
State of Maryland.
c. CALL. Annual meetings may be called by the directors or the
----
President or by any officer instructed by the directors or the President to call
the meeting. Except as may be
2
<PAGE>
otherwise provided by the provisions of the General Corporation Law, special
meetings may be called in like manner and shall be called by the Secretary
whenever the holders of shares entitled to at least twenty-five percent of all
the votes entitled to be cast at such meeting shall make a duly authorized
request that such meeting be called.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Not less than
-------------------------------------------------
ten, nor more than ninety days before each stockholders' meeting, the Secretary
of the Corporation shall give written notice of the meeting to each stockholder
entitled to vote at the meeting and each other stockholder entitled to notice of
the meeting. The notice shall state the time and place of the meeting and the
purpose of the meeting if the meeting is a special meeting or notice of the
purpose is required by any other provision of the General Corporation Law.
Whenever notice of the time, place and purpose of a meeting of the stockholders
is required to be given, each person who is entitled to the notice waives notice
if he signs a waiver of the notice, before or after the meeting, which is filed
with the records of stockholders meeting or is present at the meeting in person
or by proxy.
e. STATEMENT OF AFFAIRS. The President of the Corporation, or, if
--------------------
the Board of Directors shall determine otherwise, some other executive officer
thereof, shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the Corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be
submitted at the annual meeting and placed on file within twenty days thereafter
at the principal office of the Corporation.
f. CONDUCT OF MEETINGS. Meetings of the stockholders shall be
-------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every stockholder may authorize another
--------------------
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of determining his presence
at a meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting,
or otherwise. The authorization shall be effected as prescribed by the
provisions of the General Corporation Law.
h. QUORUM. Except as may otherwise be required by the provisions of
------
the General Corporation Law, the articles of incorporation, or these Bylaws, the
presence in person or by proxy at a meeting of the stockholders entitled to cast
at least a majority of the votes entitled to be cast at the meeting shall
constitute a quorum.
3
<PAGE>
i. VOTING. Each share of stock shall entitle the holder thereof to
------
one vote except in the election of directors, at which each said vote may be
cast for as many persons as there are directors to be elected. Except as may
otherwise be provided in the provisions of the General Corporation Law, the
articles of incorporation or these Bylaws, a majority of all the votes cast at a
meeting of stockholders at which a quorum is present shall be sufficient to
approve any matter which may properly come before the meeting. A plurality of
all the votes cast at a meeting of stockholders at which a quorum is present is
sufficient to elect a director.
j. TELEPHONE PARTICIPATION. Stockholders may participate in a
-----------------------
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time.
5. INFORMAL ACTION. Any action required or permitted to be taken at
---------------
any meeting of stockholders may be taken without a meeting if the following are
filed with the records of the meeting: a unanimous written consent which sets
forth the action and is signed by each stockholder entitled to vote on the
matter, and, as applicable, a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled to vote at
it.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS AND DEFINITION. The business and the affairs of the
------------------------
Corporation shall be managed by or under the direction of its Board of
Directors. All powers of the Corporation may be exercised by or under authority
of said Board of Directors except as conferred on or reserved to the
stockholders by law or by the articles of incorporation or these Bylaws. The use
of the phrase "entire board of directors" herein refers to the total number of
directors which the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
-------------------------
person of full age. A director need not be a stockholder or a resident of the
State of Maryland. The number of directors shall not be less than one nor more
than nine. The number of directors may be fixed or changed from time to time,
within such minimum and maximum, by the shareholders or by the Board of
Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of
-----------------
the directors named in the articles of incorporation and shall hold office until
the first annual meeting of stockholders or until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of
4
<PAGE>
stockholders and until their successors have been elected and qualified. In the
interim between annual meetings of stockholders or of special meetings of
stockholders called for the election of directors, newly created directorships
and any vacancies in the Board of Directors, including vacancies resulting from
the removal of directors by the stockholders which have not been filled by said
stockholders, may be filled by the Board of Directors. Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors. All other vacancies to be filled by the Board
of Directors may be filled by a majority of the remaining members of the Board
of Directors, whether or not sufficient to constitute a quorum.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the General Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the General Corporation Law.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to
be transacted or the purpose of the meeting. Whenever any notice of the time,
place, or purpose of any meeting of directors or any committee thereof is
required to be given under the provisions of the General Corporation Law or of
these Bylaws, a waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the meeting,
whether before or after the meeting, or presence at the meeting, shall be deemed
equivalent to the giving of such notice to such director or such committee
member.
c. QUORUM AND ACTION. A majority of the entire Board of Directors
-----------------
shall constitute a quorum for the transaction of business. Except as in the
articles of incorporation and herein otherwise provided and, except as in
provisions of the General Corporation Law otherwise provided, the action of the
directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors. Members of the Board of Directors or of a committee
thereof may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time; and participation by such means shall
constitute presence in person at a meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
5
<PAGE>
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed,
--------------------
with or without cause, pursuant to the provisions of the General Corporation
Law.
6. COMMITTEES. The Board of Directors may appoint from among its
----------
members an Executive Committee and other committees composed of one or more
directors, and may delegate to such committee or committees any of the powers of
the Board of Directors except such powers as may not be delegated under the
provisions of the General Corporation Law.
7. ACTION WITHOUT MEETING. Any action required or permitted to be
----------------------
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if a written consent to such action is signed by all
members of the Board of Directors or any such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or any such committee.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, a Secretary, and a Treasurer,
and may have a Chairman of the Board of Directors, a Vice-Chairman of the Board
of Directors and one or more Vice-Presidents, who shall be elected by the Board
of Directors, and may also have such other officers, assistant officers, and
agents as the Board of Directors shall authorize from time to time, each of whom
shall be elected or appointed in the manner prescribed by the Board of
Directors. Any two or more offices, except those of President and Vice-
President, may be held by the same person, but no person shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law to be executed, acknowledged or verified by more
than one officer. Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of stockholders and until his
successor has been elected or appointed and qualified.
The officers and agents of the Corporation shall have the authority
and perform the duties in the management of the Corporation as determined by the
resolution electing or appointing them.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
PRINCIPAL OFFICE - STOCK LEDGER
---------------- ------------
The Corporation shall maintain, at its principal office in the State
of Maryland or at a business office or an agency of the Corporation, an original
or duplicate stock ledger containing the name and address of each stockholder
and the number of shares of each class held by each stockholder. Such stock
ledger may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
The Corporation shall keep at its principal office the original or a
certified copy of the Bylaws, including all amendments thereto, and shall duly
file thereat the annual statement of affairs of the Corporation.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the General Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
7
<PAGE>
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
The power to adopt, alter, amend, and repeal the Bylaws is vested in
the Board of Directors of the Corporation.
8
<PAGE>
Exhibit 3.34
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
Incorporators
NAME POST OFFICE ADDRESS
- ----
Ann Patalano 70 Pine Street, New York, N.Y. 10270
The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):
The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):
1. The name by which the corporation shall be known is:
LIBERTY TREE MALL WILSONS, INC.
2. The purpose for which the corporation is formed is as follows:
To do any lawful business and to buy, sell and generally deal in
and with (at wholesale, retail or both) men's, women's and children's
clothing, shoes, jewelry, belts, pocketbooks, and other accessories and
wearing apparel of every kind and description.
3. The total number of shares and the par value, if any, of each class of
stock within the corporation is authorized as follows:
Class of Stock: Common
Number of Shares (without par value): 100
4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established: NONE
5. The restrictions, if any, imposed by the Articles of Organization upon
the transfer of shares of stock of any class are as follows: NONE
6. Other lawful provisions, if any, for the conduct and regulation of
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:
<PAGE>
(a) The directors may make, amend or repeal the By-Laws of the
corporation in whole or in part, except with respect to any provisions thereof
which by law, the Articles of Organization or the By-Laws may be made, amended
or repealed only by action by the stockholders.
(b) Meetings of stockholders shall be held within the Commonwealth of
Massachusetts or, as may be determined by the Board of Directors, elsewhere in
the United States.
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out below, have
been duly elected.
8. The effective date of organization of the corporation shall be the
date of filing with the Secretary of the Commonwealth or if later date is
desired, specify date, (not more than 30 days after the date of filing.)
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
(a) The post office address of the initial principal office of the
corporation of Massachusetts is: c/o United States Corporation Company, One
Court Street, Boston, Ma. 02108.
-2-
<PAGE>
(b) The name, residence, and post office address of each of the
initial directors and following officers of the corporation are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE POST OFFICE ADDRESS
<S> <C> <C>
PRESIDENT:
Joel Waller 16453 Oldham St. 11840 Olympic Blvd.
Encino, Ca. 91436 Los Angeles, Ca. 90064
TREASURER:
Mike Gallagher 2601 No. Keystone St. 11840 Olympic Blvd.
Burbank, Ca. 91504 Los Angeles, Ca. 90064
SECY/CLERK:
Delores Gilmore 18530 Hatteras, #229 11840 Olympic Blvd.
Tarzana, Ca. 91356 Los Angeles, Ca. 90064
DIRECTORS:
Joel Waller 16453 Oldham St. 11840 Olympic Blvd.
Encino, Ca. 91436 Los Angeles, Ca. 90064
Richard T. O'Connell, Jr. 45 Browndale Place 3000 Westchester Ave.
Port Chester, NY 10573 Harrison, NY 10528
Richard L. Anderson 330 Upper Mountain Ave. 3000 Westchester Ave.
Upper Montclair, NJ 07043 Harrison, NY 10528
Arthur V. Richards 63 Kipp Street 3000 Westchester Ave.
Chapaqqua, NY 10514 Harrison, NY 10528
William C. Kingsford 1494 Pleasantville Rd. 3000 Westchester Ave.
Briarcliff Manor, NY 10510 Harrison, NY 10528
</TABLE>
(c) The date initially adopted on which the corporation's fiscal year
ends is: December 31st
(d) The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is: Last Thursday in March
(e) The name and business address of the resident agent, if any, of
the corporation is: c/o United States Corporation Company, One Court Street,
Boston, Ma. 02108
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 21st day of June, 1984.
/s/ Ann Patalano
---------------------------------
Ann Patalano
-3-
<PAGE>
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
No. See Exhibit A No. 95-3931368
------------- ----------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 78)
Merger of the constituent corporations named on Exhibit A and Liberty Tree
Mall Wilsons, Inc., the constituent corporations, into Liberty Tree Mall
Wilsons, Inc., one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the merger determined pursuant to the agreement
of merger 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: The close of
business on August 3, 1996.
3. The following amendments to the Articles of Organization of the
surviving corporation have been effected pursuant to the agreement of merger:
Article 1 of said Articles of Organization has been amended to read in its
entirety upon effectiveness of the merger as follows:
1. The name by which the corporation shall be known is: Wilsons
Leather of Massachusetts Inc.
4. The information contained in Item 4 is not a permanent part of the
Articles of Organization of the surviving corporation.
(a) The street address of the surviving corporation in Massachusetts
is: c/o United States Corporation Company, 84 State St., Boston, MA 02109
<PAGE>
(b) The name, residential address, and post office address of each
director and officer of the surviving corporation is:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
<S> <C> <C>
PRESIDENT:
David L. Rogers 2208 Huntington Point Road East. 400 Highway 169 S.
Wayzata, MN 55391 St. Louis Park, MN 55426
TREASURER:
Douglas J. Treff 4230 Washburn Avenue South 400 Highway 169 S.
Minneapolis, MN 55410 St. Louis Park, MN 55426
CLERK:
Jonathan G. Halper 16204 Ice Circle Drive 2200 Norwest Center
Wayzata, MN 55391 90 South Seventh Street
Minneapolis, MN 55402
DIRECTORS:
Joel N. Waller 1201 Yale Place, #1306 400 Highway 169 S.
Minneapolis, MN 55403 St. Louis Park, MN 55426
David L. Rogers 2208 Huntington Point Road East. 400 Highway 169 S.
Wayzata, MN 55391 St. Louis Park, MN 55426
</TABLE>
(c) The fiscal year (i.e. tax year) of the surviving corporation shall
end on the Saturday which is 26 weeks after the Saturday closest to January 31.
(For administrative purposes of the MA Secretary of State only June 31)
(d) The name and business address of the resident agent, if any, of
the surviving corporation is: United States Corporation Company, 84 State St.,
Boston, MA 02109
The undersigned officers of the several constituent corporations
listed above further state under the penalties of perjury as to their respective
corporations that the agreement of merger has been duly executed on behalf of
such corporation and duly approved by the stockholders of such corporation in
the manner required by General Laws, Chapter 156B, Section 78.
/s/ David L. Rogers
---------------------------------
President
/s/ Jonathan G. Halper
----------------------------------
Clerk
of Arsenal Wilsons, Inc. and of each of the constituent corporations named on
Exhibit A
/s/ David L. Rogers
----------------------------------
President
/s/ Jonathan G. Halper
----------------------------------
Clerk
of Liberty Tree Mall Wilsons, Inc.
<PAGE>
Exhibit A
Non-Surviving Constituent Corporations
<TABLE>
<CAPTION>
Name Federal Identification No.
---- --------------------------
<S> <C>
Arsenal Wilsons, Inc. 95-3875097
Auburn Wilsons, Inc. 95-3874911
Braintree Tannery West, Inc. 36-3877147
Cambridge Galleria Wilsons, Inc. 41-1672239
Eastfield Wilsons, Inc. 95-3874910
Emerald Square Wilsons, Inc. 95-4197961
Holyoke Wilsons, Inc. 95-3818757
Lanesborough Berkshire Mall Wilsons, Inc. 06-1200721
Leominster Wilsons, Inc. 06-1108834
Natick Mall Wilsons, Inc. 95-3846580
North Dartmouth Wilsons, Inc. 95-3818759
Northshore Wilsons, Inc. 41-1755008
Square One Wilsons, Inc. 04-3230274
Swansea Wilsons, Inc. 06-1101873
</TABLE>
The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156, Section 78.
/s/ David L. Rogers , President
- -------------------------------------------
/s/ Jonathan G. Halper , Clerk
- -------------------------------------------
of Auburn Wilsons, Inc., Braintree Tannery West, Inc., Cambridge Galleria
Wilsons, Inc., Eastfield Wilsons, Inc., Emerald Square Wilsons, Inc., Holyoke
Wilsons, Inc., Lanesborough Berkshire Mall Wilsons, Inc., Leominster Wilsons,
Inc., Natick Mall Wilsons, Inc., North Dartmouth Wilsons, Inc., Northshore
Wilsons, Inc., Square One Wilsons, Inc. and Swansea Wilsons, Inc.
<PAGE>
Exhibit 3.35
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF MASSACHUSETTS INC.
(a Massachusetts corporation)
___________________
ARTICLE I
---------
DIRECTORS
---------
1. NUMBER. The business of the Corporation shall be managed by a
------
Board of Directors. The number of directors shall not be less than one nor more
than nine. The number of directors may be fixed or changed from time to time,
within such minimum and maximum, by the shareholders or by the Board of
Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors. If a
vacancy or vacancies shall occur, for any reason, in the membership of the Board
of Directors, other than through removal by stockholder action, the remaining
directors or director may, quorum requirements notwithstanding, elect a
successor or successors.
2. REMOVAL. Directors may be removed from office with cause by the
-------
Board of Directors or with or without cause by the stockholders at a meeting
called at least in part for the purpose of considering removal, upon the
affirmative vote of a majority of the Board of Directors or the holders of a
majority in interest of the stock or class of stock entitled to vote upon the
election of the director or directors proposed to be removed, as the case may
be. Removal may be effected with cause only after reasonable notice to each
director proposed to be removed and the opportunity to be heard by the body
proposing removal.
3. TERM OF OFFICE. The term of office of a director elected at the
--------------
annual meeting of the stockholders shall be one year; provided, however, that he
shall hold his office until his successor shall be chosen and qualified. A
director elected by the stockholders at other than the annual meeting of
stockholders, or elected by the directors, shall hold office until the next
annual meeting of stockholders and the election and qualification of his
successor.
<PAGE>
4. MEETINGS. No call shall be required for regular meetings for
--------
which the date, time and place have been fixed by the Board of Directors.
Special meetings may be called by or at the direction of the Chairman of the
Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any,
of the President, or a majority of the directors in office or any other person
permitted by the Massachusetts Business Corporation Law. The person calling a
special meeting may designate the date, time and place of the special meeting
except to the extent otherwise required by the Massachusetts Business
Corporation Law.
The members of the Board of Directors or of any committee designated
by said Board of Directors may participate in a meeting of the Board of
Directors or of any such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.
5. COMMITTEES. The Board of Directors may elect from the Board of
----------
Directors an Executive Committee or other committee or committees which shall
have and exercise such powers of the Board of Directors as may be permitted by
law and as shall be conferred upon any such committee by the Board of Directors.
A majority of any such committee may fix the time and place of its meetings and
approve any action as the act of the committee, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power at any time to
fill vacancies in, change the membership of, or discharge any such committee.
6. QUORUM AND VOTING. A majority of the members of the Board of
-----------------
Directors acting at a meeting duly assembled, shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at a
meeting at which a quorum exists shall be the act of the Board of Directors. If
at any meeting of the Board of Directors, a quorum shall not be present, a
majority of the directors present may adjourn the meeting, without further
notice, from time to time until a quorum shall have been obtained.
7. CHAIRMAN. The directors may elect from their number a Chairman of
--------
the Board of Directors who shall preside at all meetings of the Board of
Directors and may have such additional powers and responsibilities, executive or
otherwise, as may from time to time be vested in him by resolution of the Board
of Directors.
8. ACTION WITHOUT MEETING. Any action required or permitted to be
----------------------
taken at any meeting of the Board of Directors may be taken without a meeting if
all the directors consent to such action in writing and the written consents are
filed with the records of the meetings of directors. Such consents shall be
treated for all purposes as a vote at a meeting.
2
<PAGE>
ARTICLE II
----------
OFFICERS
--------
1. GENERAL. The Board of Directors, as soon as may be after its
-------
election in each year, shall elect a President, a Clerk and a Treasurer, and
from time to time may appoint one or more Vice Presidents and such Assistant
Clerks, Assistant Treasurers and such other officers, including a Secretary to
the Board of Directors, agents and employees as it may deem proper. The
President may but need not be chosen from among the directors.
2. TERM OF OFFICE. The term of office of all officers shall be one
--------------
year and until their respective successors are elected and qualify, but any
officer may at any time be removed from office, with or without cause, as
provided by law, by the affirmative vote of a majority of the members of the
Board of Directors then in office at a meeting called for the purpose. If
removal of any officer be proposed for cause, reasonable notice shall be
provided such officer and he shall be provided an opportunity to be heard by the
Board of Directors. A vacancy in any office arising from any cause may be
filled for the unexpired portion of the term by the Board of Directors.
3. PRESIDENT. The President when present shall preside at all
---------
meetings of the stockholders and, if a director, unless a Chairman of the Board
of Directors has been appointed and is present, at all meetings of the Board of
Directors. He shall be the chief executive officer of the Corporation and shall
have general operating charge of its business. As soon as reasonably possible
after the close of each fiscal year, he shall submit to the Board of Directors a
report of the operations of the Corporation for such year and a statement of its
affairs, and shall from time to time report to the Board of Directors all
matters within his knowledge which the interests of the Corporation may require
to be brought to its notice. The President shall perform such duties and have
such powers additional to the foregoing as the Board of Directors may designate.
4. VICE PRESIDENT. In the absence or disability of the President,
--------------
his powers and duties shall be performed by the Vice President, if only one, or,
if more than one, by the Vice President designated for the purpose by the Board
of Directors. Each Vice President shall have such other powers and perform such
other duties as the Board of Directors shall from time to time designate.
5. TREASURER. The Treasurer shall keep full and accurate accounts of
---------
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositaries as shall be designated by the Board of
Directors or in the absence of such designation in such depositaries as he shall
from time to time deem proper. He shall disburse the funds of the Corporation
as ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall promptly render to the President and to the Board of
Directors such statements of his transactions and accounts as the President and
Board of Directors respectively may from time to time require.
3
<PAGE>
If required by the Board of Directors he shall give bond in such amount, with
such security and in such form as the Board of Directors shall determine. The
Treasurer shall perform such duties and have such powers additional to the
foregoing as the Board of Directors may designate.
6. ASSISTANT TREASURER. In the absence or disability of the
-------------------
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one or, if more than one, by the one designated for the purpose by the
Board of Directors. Each Assistant Treasurer shall have such other powers and
perform such other duties as the Board of Directors shall from time to time
designate.
7. CLERK. The Clerk shall, unless the Corporation has designated a
-----
Resident Agent in the manner provided by law, be a resident of the Commonwealth
of Massachusetts. It shall be his duty to record in books kept for the purpose
all votes and proceedings of the stockholders and, if there be no Secretary, of
the Board of Directors. Unless the Board of Directors shall appoint a transfer
agent and/or registrar or other officer or officers for the purpose, the Clerk
shall be charged with the duty of keeping, or causing to be kept, accurate
records of all stock outstanding, stock certificates issued, and stock
transfers; subject to such other or different rules as shall be adopted from
time to time by the Board of Directors, such records may be kept solely in the
stock certificate books. The Clerk shall perform such duties and have such
powers additional to the foregoing as the Board of Directors shall designate.
The Assistant Clerk, if one be elected or appointed shall perform the duties of
the Clerk during the Clerk's absence as well as such other duties as may be
assigned to him by the Board of Directors. In the absence of the Clerk or
Assistant Clerk at any meeting of stockholders or, if there be no Secretary, of
the directors, a Clerk pro tempore shall be chosen by the meeting to perform the
duties of the Clerk thereat.
8. SECRETARY. The Secretary shall be deemed the Clerk of the
---------
Corporation and shall perform all duties of Clerk as prescribed in these Bylaws.
9. RESIGNATION. Any officer and any director may resign at any time
-----------
by delivering his resignation to the Corporation at its principal office or to
the President or Clerk. Such resignation shall be effective at the time or upon
the happening of the condition, if any, specified therein or, if no such time or
condition shall be specified, upon its receipt.
ARTICLE III
-----------
STOCKHOLDERS
------------
1. MEETINGS. The annual meeting of the stockholders of the
--------
Corporation shall be held at such place within or without the Commonwealth of
Massachusetts as the Board of Directors shall fix, or in the absence of any such
designation, such place as may be designated by the Clerk in the notice of the
meeting or the place to which any annual meeting shall be adjourned, within six
months after the end of the fiscal year of the Corporation.
4
<PAGE>
2. CLOSING OF TRANSFER BOOKS. The Board of Directors may in its
-------------------------
discretion fix a date not less than ten days nor more than sixty days prior to
the date of any annual or special meeting of stockholders or prior to the
payment of any dividend or the making of any other distribution as the record
date for determining stockholders having the right to notice of and to vote at
such meeting or any adjournment thereof, or the right to receive such dividend
or distribution. In lieu of fixing such record date, the Board of Directors
may, subject to the limitations herein provided, order the closing of the stock
transfer records of the Corporation for such purposes. The holders of record of
shares of the Corporation on such record date or on the date of closing the
stock transfer records shall, if a dividend or distribution be declared, have
the sole right to receive such dividend or distribution, or if such shares have
a voting right, the sole right to receive notice of, attend and vote at such
meeting.
3. SPECIAL MEETINGS. Except as may be otherwise prescribed by law,
----------------
special meetings of the stockholders may be called by the President or by the
directors, and shall be called by the Clerk, or in the event of his death,
absence, incapacity or refusal of the Clerk, by another officer, upon the
written application of one or more stockholders who hold at least ten percent in
interest of the capital stock entitled to vote thereat. Notice shall be given
in the manner set forth in Section 4 below and shall state the time, place and
purpose of the meeting. Special meetings shall be held at a place within or
without the Commonwealth of Massachusetts as the directors may fix, or, if the
meeting is called upon the application of stockholders, at such place as shall
be stated in the Application therefor, or the place to which such meeting may be
adjourned.
4. NOTICE OF MEETINGS AND WAIVER OF NOTICE. Written notice of the
---------------------------------------
place, date and hour, and specifying the purpose of every meeting of
stockholders, shall be given by the Clerk or by any other officer designated by
the directors or these Bylaws, at least seven days before the meeting, to each
stockholder entitled to vote thereat. If a special meeting is called upon
written stockholder application and the Clerk shall be unable or shall refuse to
give notice thereof, notice may be given by any other officer of the
Corporation. Such notice may be delivered in hand to each stockholder entitled
to notice, at his residence or usual place of business or mailed to him, postage
prepaid, addressed to his address as it appears in the records of the
Corporation. No notice of any meeting need be given a stockholder if a written
waiver of notice, executed before or after the meeting by the stockholder, or
his attorney thereunto authorized, is filed with the records of the meeting,
and, if notice of a special meeting shall be waived by all stockholders entitled
to notice thereof, no call of such special meeting shall be required.
5. QUORUM. At all meetings of stockholders, a quorum for the
------
transaction of any business shall consist of the holders of record, present in
person or by proxy, of a majority in interest of all of the issued and
outstanding shares of the stock of the Corporation entitled to vote thereon.
5
<PAGE>
6. ACTION WITHOUT MEETING. Any action required or permitted at any
----------------------
meeting of the stockholders, including the election of directors or officers,
may be taken without a meeting if a written consent thereto is signed by all of
the stockholders entitled to vote at such meeting and such written consent is
filed with the records of the meetings of stockholders.
7. VOTING. Except as otherwise provided by law or by the articles of
------
organization or these Bylaws, every stockholder entitled to vote at a meeting of
stockholders shall have one vote for each share of stock having the right to
vote at such meeting held by him and registered in his name on the books of the
Corporation at the time of the meeting or at the record date fixed by the
directors for the determination of stockholders entitled to vote thereat, if
such date be fixed. Stockholders may vote in person or by proxy in writing
filed with the Clerk at the meeting. Except as otherwise permitted by law, no
proxy dated more than six months before the meeting named therein shall be
valid, and no proxy shall be valid after the final adjournment of the meeting.
Except as otherwise permitted by law, by the articles of organization or these
Bylaws, any matter coming before any meeting of the stockholders shall be
adopted as the act and deed of the stockholders if approved by a majority in
interest of the stock issued, outstanding and entitled to vote thereon, present
or represented at the meeting, a quorum being present; provided, however, that
at all elections of directors and officers a plurality of the votes cast for any
nominee or nominees shall elect. No ballot shall be required for election of a
director or officer unless requested by the holder of one or more shares
entitled to vote thereon or his representative.
ARTICLE IV
----------
CAPITAL STOCK
-------------
1. STOCK CERTIFICATES. Certificates representing stock shall set
------------------
forth thereon the statements prescribed by the Massachusetts Business
Corporation Law. Each certificate of stock shall be signed by the Chairman of
the Board of Directors, the President or a Vice President and by the Treasurer
or an Assistant Treasurer; the signatures of such officers may be facsimiles if
the certificate is signed by a transfer agent or registrar, other than a
director, officer or employee of the Corporation. If any officer who has signed
or whose facsimile signature has been placed on any such certificate shall have
ceased to be such officer before such certificate is issued, the certificate may
be issued by the Corporation with the same effect as if he were such officer at
the time of issue.
2. TRANSFER. The stock of the Corporation shall be transferable, so
--------
as to affect the rights of the Corporation, after satisfaction of the provisions
of the articles of organization, or other lawful provisions to which the
Corporation is a party, imposing a restriction upon transfer unless the same
shall be waived by the Board of Directors by transfer recorded on the books of
the Corporation, in person or by duly authorized attorney, upon the surrender of
the certificate or certificates properly endorsed or assigned.
6
<PAGE>
3. LOST CERTIFICATES. The directors of the Corporation may, from
-----------------
time to time, determine the conditions upon which a new certificate of stock may
be issued in place of any certificate alleged to have been lost, mutilated or
destroyed. They may in their discretion require the owner of a lost, mutilated
or destroyed certificate, or his legal representative, to give a bond to the
Corporation with or without surety; surety if required shall be such as the
directors deem sufficient to indemnify the Corporation against any loss or claim
which may arise by reason of the issue of the shares in place of such lost,
mutilated or destroyed stock certificate.
ARTICLE V
---------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE VI
----------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VII
-----------
SEAL
----
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Massachusetts Business Corporation Law, the
Corporation shall not be required to have a seal.
ARTICLE VIII
------------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
7
<PAGE>
ARTICLE IX
----------
CONTROL OVER BYLAWS
-------------------
The power to make, amend or repeal these Bylaws shall be in the
stockholders or the directors, except with respect to any provision thereof
which by law, the articles of organization or these Bylaws require action by the
stockholders. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the directors
of any Bylaw, notice thereof stating the substance of such change shall be given
to all stockholders entitled to vote on amending the Bylaws. Any Bylaw adopted
by the directors may be amended or repealed by the stockholders.
8
<PAGE>
Exhibit 3.36
ARTICLES OF INCORPORATION
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
State of Michigan
The undersigned person does hereby adopt the following Articles of
Incorporation for the purpose of forming a corporation for profit pursuant to
the provisions of Business Corporation Act of the State of Michigan, Act 284,
P.A. 1972.
FIRST: The name of the corporation (hereinafter referred to as the
-----
"corporation") is FAIRLANE WILSONS, INC.
SECOND: The purposes of the corporation , which shall be in addition to the
------
authority of the corporation to engage in any activity within the purposes for
which corporations may be organized under the Business Corporation Act, are as
follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the Business Corporation Act.
THIRD: The aggregate number of shares which the corporation shall have
-----
authority to issue is one hundred, all of which are without par value and are of
the same class and are to be Common shares.
FOURTH: The street and mailing address of the initial registered office of
------
the corporation in the State of Michigan is c/o United States Corporation
Company, 501 South Capitol Avenue, Suite 305, City of Lansing 48933, County of
Ingham.
The name of the initial resident agent of the corporation at the aforesaid
address is United States Corporation Company.
FIFTH: The name and address of the incorporator of the corporation are as
-----
follows:
Name Address
---- -------
Athena Togias 15 Columbus Circle
New York, NY 10023-7773
<PAGE>
SIXTH: The duration of the corporation shall be perpetual.
-----
SEVENTH: When a compromise or arrangement or a plan of reorganization of
-------
the corporation is proposed between the corporation and its creditors or any
class of them or between the corporation and its shareholders or any class of
them, a court of equity jurisdiction within the state, on application of the
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of the corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on the corporation.
EIGHTH: Any action required or permitted by the Business Corporation
------
Act to be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if consents in
writing, setting forth the action so taken, are signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote on the action were present and voted.
NINTH: The personal liability of the directors of the corporation is
-----
eliminated to the fullest extent permitted by the provisions of Section 209(c)
of the Business Corporation Act, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by
-----
Section 261 and Sections 561 and 569, inclusive, of the Business Corporation
Act, as the same may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said sections from and against any
and all of the expenses, liabilities, or other matters referred to or covered by
said sections, 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 shareholders or disinterested directors or
otherwise, both as to action in his 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. In
the event that these Articles of Incorporation or any amendment thereof shall
delegate to a shareholder or shareholders or a person or persons any part or all
of the management of the corporation pursuant to the provisions of Section 463
of the Business Corporation Act, any such shareholder or shareholders or any
such person or persons shall be entitled to the same right of indemnification as
a director of the corporation.
<PAGE>
Signed on August 20, 1991
Signature of Incorporator: /s/ Athena Togias
----------------------------------------
<PAGE>
[CSC Networks Letterhead]
February 6, 1996
Ms. Ann Baker
Michigan Department of Commerce
Corporation & Securities Bureau
6546 Mercantile Way
Lansing, MI 48911
RE: Change of Registered Office Address
Dear Ms. Baker:
This letter is to certify that United States Corporation Company has
changed its address in Michigan from: 501 South Capitol Avenue, Lansing,
Michigan 48933 to:
601 Abbott Road
East Lansing, MI 48823
We are notifying all of the active corporations for which United States
Corporation Company acts as resident agent of this change of address. We would
appreciate it if you would update your records.
We have previously sent you a check in the amount of $2,625 to cover the
filing fee for the 525 corporations for which your records indicated that United
States Corporation Company acts as agent.
Please provide us with an alphabetical listing of the names of all the
corporations and limited liability companies for which the registered office has
been changed and the date the change was filed.
Your kind assistance in this matter is greatly appreciated.
UNITED STATES CORPORATION COMPANY
/s/ William G. Popeo
-----------------------------------
William G. Popeo
Vice President
STATE OF N.Y.
COUNTY OF N.Y.
Sworn before me this 6th day of February 1996
/s/ Frances Damiano
Notary Public, State of New York
<PAGE>
CERTIFICATE OF MERGER
OF
BIRCHWOOD MALL WILSONS, INC.
BRIARWOOD WILSONS, INC.
BURTON WILSONS, INC.
EASTLAND (MICH.) WILSONS, INC.
FASHION SQUARE-SAGINAW WILSONS, INC.
GENESEE VALLEY WILSONS, INC.
GRAND RAPIDS WILSONS, INC.
GRAND TRAVERSE WILSONS, INC.
LAKEVIEW SQUARE WILSONS, INC.
LANSING MALL WILSONS, INC.
MIDLAND MALL WILSONS, INC.
PORTAGE WILSONS, INC.
TAYLOR TOWNSHIP WILSONS, INC.
TWELVE OAKS TANNERY WEST, INC.
WAYNE COUNTY WILSONS, INC.
AND
WESTLAND-DETROIT WILSONS, INC.
WITH AND INTO
FAIRLANE WILSONS, INC.
(1) The names of the constituent corporations in the merger herein
provided for (the "Merger") are BIRCHWOOD MALL WILSONS, INC., BRIARWOOD WILSONS,
INC., BURTON WILSONS, INC., EASTLAND (MICH.) WILSONS, INC., FASHION SQUARE-
SAGINAW WILSONS, INC., GENESEE VALLEY WILSONS, INC., GRAND RAPIDS WILSONS, INC.,
GRAND TRAVERSE WILSONS, INC., LAKEVIEW SQUARE WILSONS, INC., LANSING MALL
WILSONS, INC., MIDLAND MALL WILSONS, INC., PORTAGE WILSONS, INC., TAYLOR
TOWNSHIP WILSONS, INC., TWELVE OAKS TANNERY WEST, INC., WAYNE COUNTY WILSONS,
INC. and WESTLAND-DETROIT WILSONS, INC., all Michigan corporations (the
"Terminating Corporations"), and FAIRLANE WILSONS, INC., a Michigan corporation
("Fairlane Wilsons").
(2) Fairlane Wilsons, the full name of which is set forth in paragraph 1
above, shall be the surviving corporation following the Merger (the "Surviving
Corporation").
(3) As specified in the Plan of Merger pursuant to which the terms and
conditions of the Merger are set forth (the "Plan of Merger"), each of the
Terminating Corporations has (and at the time of shareholder approval of the
Plan of Merger had) 100 shares of capital stock outstanding, all of which are of
one class designated as Common Stock, no par value, and all of
<PAGE>
which were entitled to vote on the Plan of Merger as a single class. Such
number of outstanding shares is not subject to change prior to the effectiveness
of the Merger.
(4) As specified in the Plan of Merger, Fairlane Wilsons has (and at the
time of shareholder approval of the Plan of Merger had) 100 shares of capital
stock outstanding, all of which are of a single class designated as Common
Stock, no par value, and all of which were entitled to vote on the Plan of
Merger as a single class. Such number of outstanding shares is not subject to
change prior to the effectiveness of the Merger.
(5) The Plan of Merger provides that the Articles of Incorporation and
By-Laws of Fairlane Wilsons in effect immediately prior to the effectiveness of
the Merger, by virtue of the Merger and without further action by the
shareholders or directors of the Terminating Corporations or Fairlane Wilsons,
shall continue as, and shall be deemed to be, the Articles of Incorporation and
By-Laws of the Surviving Corporation until amended in accordance with the laws
of the State of Michigan, except that, upon the effectiveness of the Merger,
Article First of said Articles of Incorporation shall be deemed to be amended to
read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter referred to as the
-----
"corporation") is Wilsons Leather of Michigan Inc."
(6) The Plan of Merger provides that, upon the effectiveness of the
Merger, all of the outstanding shares of capital stock of the Terminating
Corporations shall be canceled, no shares of the Surviving Corporation, cash or
other consideration shall be issued in exchange therefor or upon cancellation
thereof, and each share of capital stock of Fairlane Wilsons shall remain
outstanding as capital stock of the Surviving Corporation and shall not be
converted or exchanged or in any way modified as a result of the Merger.
(7) The Plan of Merger has been adopted by the Board of Directors of each
of the Terminating Corporations and Fairlane Wilsons in accordance with Section
450.1701 of the Business Corporation Act of the State of Michigan.
(8) The Plan of Merger was approved by the sole shareholder of each of the
Terminating Corporations and Fairlane Wilsons in accordance with Section
450.1703a of the Business Corporation Act of the State of Michigan.
(9) The Plan of Merger will be furnished by the Surviving Corporation, on
request and without cost, to any shareholder of any of the Terminating
Corporations or Fairlane Wilsons.
(10) The effective time and date of the Merger shall be the close of
business on August 3, 1996.
<PAGE>
Executed on July 19, 1996
BIRCHWOOD MALL WILSONS, INC.
BRIARWOOD WILSONS, INC.
BURTON WILSONS, INC.
EASTLAND (MICH.) WILSONS, INC.
FASHION SQUARE-SAGINAW
WILSONS, INC.
GENESEE VALLEY WILSONS, INC.
GRAND RAPIDS WILSONS, INC.
GRAND TRAVERSE WILSONS, INC.
LAKEVIEW SQUARE WILSONS, INC.
LANSING MALL WILSONS, INC.
MIDLAND MALL WILSONS, INC.
PORTAGE WILSONS, INC.
TAYLOR TOWNSHIP WILSONS, INC.
TWELVE OAKS TANNERY WEST, INC.
WAYNE COUNTY WILSONS, INC.
WESTLAND-DETROIT WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------------
Name: David L. Rogers
Title: President of Each
FAIRLANE WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
Exhibit 3.37
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF MICHIGAN INC.
(a Michigan corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES REPRESENTING SHARES. Certificates representing
--------------------------------
shares shall set forth thereon the statements prescribed by the Michigan
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law and shall be signed by the Chairman or Vice-Chairman
of the Board of Directors, if any, or by the President or a Vice-President and
also may be signed by another officer of the Corporation. The certificate may
be sealed with the seal of the Corporation or a facsimile of the seal. The
signatures of the officers may be facsimiles. If an officer who has signed or
whose facsimile signature has been placed upon a certificate ceases to be an
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer at the date of issue.
No certificate shall be issued for any share until such share is fully
paid.
The Corporation may issue a new certificate for shares or fractional
shares in place of any certificate theretofore issued by it, alleged to have
been lost or destroyed, and the Board of Directors may require the owner of any
lost or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of any alleged lost or destroyed
certificate or the issuance of any such new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the share record of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon, if any.
<PAGE>
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at a meeting of shareholders or an
adjournment thereof, or to express consent or dissent from a proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of a dividend or allotment of a right, or for the purpose of any other
action, the directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than sixty days
nor less than ten days before the date of such meeting. When a determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof, unless the directors fix a new record
date under this paragraph for the adjourned meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held at the time fixed, from
----
time to time, by the directors.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of Michigan, as the directors may, from time
to time, fix.
c. CALL. Annual meetings may be called by the directors or by the
----
President or by any officer instructed by the directors to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice
-------------------------------------------------
of every meeting shall be given, stating the time, place, and purposes of the
meeting. The notice of every meeting shall be given, personally or by mail,
and, except as otherwise provided by the Business Corporation Act, not less than
ten days nor more than sixty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived before or after
the taking of any action, to each shareholder at his record address or at such
other address which he may have furnished by request in writing to the Secretary
of the Corporation. When a meeting is adjourned to another time or place, it
shall not be necessary to give notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only business is
transacted as might have been transacted at the original meeting. If after the
adjournment the directors fix a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder on the new
record date. Notice of a meeting need not be given to any shareholder who
submits a signed waiver of notice before or after the meeting. A shareholder's
attendance at a meeting will result in both of the following: (a) waiver of
objection to lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.
2
<PAGE>
e. VOTING LIST. The officer or agent having charge of the stock
-----------
transfer books for shares of the Corporation shall make and certify a complete
list of the shareholders entitled to vote at a shareholders' meeting or any
adjournment thereof. Such list shall be arranged alphabetically within each
class and series, if any, with the address of, and the number of shares held by,
each shareholder, be produced at the time and place of the meeting, be subject
to the inspection by any shareholder during the whole time of the meeting, and
be prima facie evidence as to who are the shareholders entitled to examine such
list or to vote at such meeting.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present, by a chairman to be chosen by
the shareholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present and acting, the Chairman of the
meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may authorize another person
--------------------
or persons to attend and be present for him and to act for him by proxy in all
matters in which a shareholder is entitled to participate, whether by waiving
notice of or the lapse of the prescribed period of time of any meeting, voting
or participating at a meeting, or expressing consent or dissent without a
meeting. A proxy must be signed by the shareholder or his authorized agent or
representative. No proxy shall be valid after the expiration of three years
from its date unless otherwise provided in the proxy.
h. QUORUM. The shares entitled to cast a majority of the votes at a
------
meeting shall constitute a quorum at the meeting of shareholders for the
transaction of business. The shareholders present in person or by proxy at the
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. Whether or not a
quorum is present, a meeting may be adjourned by a vote of the shares present.
i. VOTING. Each outstanding share is entitled to one vote on each
------
matter submitted to a vote. A vote may be cast either orally or in writing. In
the election of directors, a plurality of the votes cast at a meeting at which a
quorum is present shall elect. Any other action shall be authorized by a
majority of the votes cast at a meeting at which a quorum is present except
where the Business Corporation Act or these Bylaws or the articles of
incorporation prescribe a different proportion of votes.
3
<PAGE>
5. WRITTEN ACTION. Any action required or permitted by the Business
--------------
Corporation Act to be taken at an annual or special meeting of shareholders may
be taken without a meeting, without prior notice, and without a vote, if all the
shareholders consent thereto in writing.
If the articles of incorporation shall so provide, any action required
or permitted by the Business Corporation Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who would
have been entitled to notice of the shareholder meeting if the action had been
taken at a meeting and who have not consented in writing as aforesaid.
The written consents shall bear the date of signature of each
shareholder who signs the consent. No written consents shall be effective to
take the corporate action referred to unless, within sixty days after the record
date for determining shareholders entitled to express consent to or to dissent
from a proposal without a meeting, written consents dated not more than ten days
before the record date and signed by a sufficient number of shareholders to take
the action are delivered to the Corporation. Delivery shall be to the
Corporation's registered office, its principal place of business, or an officer
or agent of the Corporation having custody of the minutes of the proceedings of
its shareholders. Delivery made to the Corporation's registered office shall be
by hand or by certified or registered mail, return receipt requested.
The written consents of the shareholders shall be filed with the
minutes of proceedings of shareholders.
6. CONFERENCE TELEPHONE. A shareholder may participate in a meeting
--------------------
by a conference telephone or by other similar communications equipment through
which all persons participating in the meeting may communicate with the other
participants. All participants shall be advised of the communications equipment
and the names of the participants in the conference shall be divulged to all
participants. Participation in a meeting by such method constitutes presence in
person at the meeting.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and affairs
---------------------------------------
of the Corporation shall be managed by or under the direction of a Board of
Directors. The Board of Directors, by the affirmative vote of a majority of
directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of
4
<PAGE>
directors for services to the Corporation as directors or officers except as may
otherwise be provided for by the Business Corporation Act.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
or a resident of the State of Michigan. The number of directors shall not be
less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. ELECTION AND TERM. The first Board of Directors shall hold office
-----------------
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their resignation or removal. Thereafter,
directors who are elected at an annual meeting of shareholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next succeeding annual meeting of
shareholders and until their successors have been elected and qualified or until
their resignation or removal. In the interim between annual meetings of
shareholders or of special meetings of shareholders called for the election of
directors, newly created directorships and any existing vacancies in the Board
of Directors, including unfilled vacancies resulting from the removal of
directors for cause or without cause, may be filled by the affirmative vote of a
majority of the remaining directors, although less than a quorum exists or by
the sole remaining director. A director may resign by written notice to the
Corporation. The resignation shall be effective upon receipt thereof by the
Corporation or at a later time as set forth in the notice of resignation.
4. REMOVAL OF DIRECTORS. The shareholders may remove one or more or
--------------------
all the directors of the Corporation with or without cause by the vote of the
holders of a majority of the shares entitled to vote at an election of
directors.
5. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient
5
<PAGE>
time for the convenient assembly of the directors thereat. The notice of any
meeting need not specify the business to be transacted at, or the purpose of,
the meeting. Any requirement of furnishing a notice shall be waived by any
director who signs a waiver of notice before or after the meeting. A director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting, unless he or she at the beginning of the meeting, or upon
his or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.
c. QUORUM AND ACTION. A majority of the members of the Board of
-----------------
Directors in office, or the members of a committee of the Board of Directors, if
any, shall constitute a quorum for transaction of business. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as may otherwise be provided in the articles of
incorporation, these Bylaws, or the Business Corporation Act, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall constitute the action of the Board of Directors or of a committee of
directors, if any.
A member of the Board of Directors or of a committee designated by the
Board of Directors may participate in a meeting by means of conference telephone
or similar communications equipment through which all persons participating in
the meeting can hear each other; and participation in a meeting pursuant to the
foregoing provisions constitutes presence in person at such meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present, shall preside at all meetings. Otherwise, the President,
if present, or any other director chosen by the Board of Directors, shall
preside.
6. COMMITTEES. The Board of Directors may appoint from among its
----------
members one or more directors to constitute one or more committees, each of
which, to the extent provided in the resolution appointing it, shall have and
may exercise all of the powers and authority of the Board of Directors with the
exception of any authority the delegation of which is expressly prohibited by
the Business Corporation Act.
7. ACTION WITHOUT MEETING. Any action required or permitted to be
----------------------
taken under authorization voted at a meeting of the Board of Directors or a
committee of the Board of Directors may be taken without a meeting, if, before
or after the action, all members of the Board of Directors or of the committee
consent to the action in writing. The written consents shall be filed with the
minutes of the proceedings of the Board of Directors or committee for all
purposes.
6
<PAGE>
ARTICLE III
-----------
OFFICERS
--------
The directors shall elect or appoint a President, a Secretary, and a
Treasurer, may elect or appoint a Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, one or more Vice-Presidents, Assistant Vice-
Presidents, and may elect or appoint, or delegate to the Executive Committee, if
any, or to one or more officers, the power to elect or appoint one or more
Assistant Secretaries and Assistant Treasurers, and such other officers and
agents as they shall determine. Two or more offices may be held by the same
person but an officer shall not execute, acknowledge, or verify an instrument in
more than one capacity if such instrument is required by law or the articles of
incorporation or these Bylaws to be executed, acknowledged, or verified by two
or more officers.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Officers shall have the powers and duties defined in the resolutions
or instruments appointing them.
An officer may be removed by the Board of Directors with or without
cause. An officer may resign by written notice to the Corporation. The
resignation shall be effective upon receipt thereof by the Corporation or at
such subsequent time as shall be specified in the notice of resignation.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to
shareholders.
7
<PAGE>
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
The power to amend or repeal the Bylaws of the Corporation or to adopt
new Bylaws may be exercised by the directors or the shareholders.
8
<PAGE>
Exhibit 3.38
CERTIFICATE OF INCORPORATION
----------------------------
OF
WILSONS/GEORGETOWN LEATHER DESIGN OF WOODBRIDGE, N.J., INC.
-----------------------------------------------------------
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of the New Jersey Business Corporation Act, the
undersigned, being a natural person of at least 18 years of age and acting as
the incorporator of the corporation hereby being organized thereunder, certifies
that:
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is WILSONS/GEORGETOWN LEATHER DESIGN OF WOODBRIDGE, N.J., INC.
SECOND: The corporation is organized to engage in any activity within the
------
purposes for which corporations may be organized under the New Jersey Business
Corporation Act, and, in addition and without limiting the generality of the
foregoing, for the following purpose or purposes:
To buy, sell and generally deal in and with (at
wholesale, retail or both) men's, women's and children's
clothing, shoes, jewelry, belts, pocketbooks, and other
accessories and wearing apparel of every kind and
description.
To have all of the powers conferred upon corporations
organized under the New Jersey Business Corporation Act
THIRD: The aggregate number of shares which the corporation shall have
-----
authority to issue is one hundred, all of which are without par value, and all
of which are of the same class.
FOURTH: The address of the initial registered office of the corporation
------
within the State of New Jersey is c/o United States Corporation Company, 830
Bear Tavern Road, West Trenton, New Jersey 08628; and the name of the initial
registered agent at such address is United States Corporation Company.
<PAGE>
FIFTH: The number of directors constituting the first Board of Directors
-----
of the corporation is five; and the name and the address of the persons who are
to serve as the first directors of the corporation are as follows:
NAME ADDRESS
---- -------
David L. Rogers 400 Highway 169S., Suite 600
Minneapolis, MN 55426
Michael A. Friedheim One Theall Road
Rye, New York 10580
Denise Tolles One Theall Road
Rye, New York 10580
Arthur V. Richards One Theall Road
Rye, New York 10580
Shahid Quraeshi One Theall Road
Rye, New York 10580
SIXTH: The name and address of the incorporator are as follows:
-----
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, New York 10023-7773
SEVENTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
shareholders 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, including the election of the Chairman of the Board of Directors,
if any, the President, the Treasurer, the Secretary, and other principal
officers of the corporation, shall be vested in its Board of Directors.
2. The Board of Directors shall have the power to remove directors for
cause and to suspend directors pending a final determination that cause exists
for removal.
3. The corporation shall, to the fullest extent permitted by Section
14A:3-5 of the New Jersey Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all corporate agents 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
<PAGE>
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of shareholders, or otherwise, and shall continue as to a person who has
ceased to be a corporate agent and shall inure to the benefit of the heirs,
executors, administrators, and personal representatives of such a corporate
agent. The term "corporate agent" as used herein shall have the meaning
attributed to it by Sections 14A:3-5 and 14A:5-21 of the New Jersey Business
Corporation Act and by any other applicable provision of law.
4. The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by subsection 14A:2-7 of the New
Jersey Business Corporation Act, as the same may be amended and supplemented.
EIGHTH: The duration of the corporation is to be perpetual.
------
Signed on May 19, 1993.
/s/ Athena Amaxas
------------------------------------
Athena Amaxas, Incorporator
<PAGE>
CERTIFICATE OF MERGER
OF
BRIDGEWATER COMMONS WILSONS, INC.
BRUNSWICK SQUARE WILSONS, INC.
CHERRY HILL WILSONS, INC.
GARDEN STATE TANNERY WEST, INC.
HAMILTON WILSONS, INC.
LIVINGSTON MALL WILSONS, INC.
MENLO PARK WILSONS, INC.
NEWPORT CITY WILSONS, INC.
OCEAN COUNTY WILSONS, INC.
PARAMUS PARK WILSONS, INC.
PHILLIPSBURG WILSONS, INC.
RACEWAY WILSONS, INC.
ROCKAWAY TANNERY WEST, INC.
WILLOWBROOK WILSONS, INC.
AND
WOODBRIDGE MALL WILSONS, INC.
WITH AND INTO
WILSONS/GEORGETOWN LEATHER DESIGN
OF WOODBRIDGE, N.J., INC.
To the Secretary of State
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 constituent corporations in the merger herein
provided for are BRIDGEWATER COMMONS WILSONS, INC., BRUNSWICK SQUARE WILSONS,
INC., CHERRY HILL WILSONS, INC., GARDEN STATE TANNERY WEST, INC., HAMILTON
WILSONS, INC., LIVINGSTON MALL WILSONS, INC., MENLO PARK WILSONS, INC., NEWPORT
CITY WILSONS, INC., OCEAN COUNTY WILSONS, INC., PARAMUS PARK WILSONS, INC.,
PHILLIPSBURG WILSONS, INC., RACEWAY WILSONS, INC., ROCKAWAY TANNERY WEST, INC.,
WILLOWBROOK WILSONS, INC. and WOODBRIDGE MALL WILSONS, INC., each of which is a
business corporation of the State of New Jersey (the "Terminating
Corporations"), and WILSONS/GEORGETOWN LEATHER DESIGN OF WOODBRIDGE, N.J., INC.,
which is a business corporation of the State of New Jersey
("Wilsons/Georgetown").
<PAGE>
2. Wilsons/Georgetown, the full name of which is set forth in paragraph 1
above, will continue its existence as the surviving corporation following the
merger herein provided for under the name "Wilsons Leather of New Jersey Inc."
pursuant to the provisions of the New Jersey Business Corporation Act.
3. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan of Merger") for merging the Terminating Corporations with and
into Wilsons/Georgetown as approved by the directors and sole shareholder of
each of said merging corporations.
4. The number of shares of each of the Terminating Corporations which
were entitled to vote on the Plan of Merger at the time of shareholder approval
thereof was 100, all of which were of one class. The sole shareholder of each of
the Terminating Corporations approved the Plan of Merger pursuant to its written
consent without a meeting, and all of the shares of such Terminating Corporation
were represented by such consent. The date of said consent and approval was July
19, 1996.
5. The number of shares of Wilsons/Georgetown which were entitled to vote
on the Plan of Merger at the time of shareholder approval thereof was 100, all
of which were of one class. The sole shareholder of Wilsons/Georgetown approved
the Plan of Merger pursuant to its written consent without a meeting, and all of
the shares of Wilsons/Georgetown were represented by such consent. The date of
said consent and approval was July 19, 1996.
6. This Certificate of Merger and the merger herein provided for shall
become effective at the close of business on August 3, 1996.
Executed on July 19, 1996
BRIDGEWATER COMMONS WILSONS, INC.
BRUNSWICK SQUARE WILSONS, INC.
CHERRY HILL WILSONS, INC.
GARDEN STATE TANNERY WEST, INC.
HAMILTON WILSONS, INC.
LIVINGSTON MALL WILSONS, INC.
MENLO PARK WILSONS, INC.
NEWPORT CITY WILSONS, INC.
OCEAN COUNTY WILSONS, INC.
PARAMUS PARK WILSONS, INC.
PHILLIPSBURG WILSONS, INC.
RACEWAY WILSONS, INC.
ROCKAWAY TANNERY WEST, INC.
<PAGE>
WILLOWBROOK WILSONS, INC.
WOODBRIDGE MALL WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------
Signer's Name: David L. Rogers
Signer's Capacity: President of Each
WILSONS/GEORGETOWN LEATHER
DESIGN OF WOODBRIDGE, N.J., INC.
By: /s/ David L. Rogers
----------------------------------
Signer's Name: David L. Rogers
Signer's Capacity: President
<PAGE>
PLAN OF MERGER
BRIDGEWATER COMMONS WILSONS, INC., BRUNSWICK SQUARE WILSONS, INC., CHERRY
HILL WILSONS, INC., GARDEN STATE TANNERY WEST, INC., HAMILTON WILSONS, INC.,
LIVINGSTON MALL WILSONS, INC., MENLO PARK WILSONS, INC., NEWPORT CITY WILSONS,
INC., OCEAN COUNTY WILSONS, INC., PARAMUS PARK WILSONS, INC., PHILLIPSBURG
WILSONS, INC., RACEWAY WILSONS, INC., ROCKAWAY TANNERY WEST, INC., WILLOWBROOK
WILSONS, INC. and WOODBRIDGE MALL WILSONS, INC., all New Jersey corporations
(the "Terminating Corporations"), and WILSONS/GEORGETOWN LEATHER DESIGN OF
WOODBRIDGE, N.J., INC., a New Jersey corporation ("Wilsons/Georgetown"), shall
merge into a single corporation pursuant to the New Jersey Business Corporation
Act upon the following terms and conditions:
(1) The merger of the Terminating Corporations into Wilsons/Georgetown
(the "Merger") shall be effective at the close of business on August 3, 1996,
and Wilsons/Georgetown shall be the surviving corporation following the Merger
(the "Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Wilsons/Georgetown shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of
Wilsons/Georgetown, as the Surviving Corporation, shall continue under, and
shall be governed by, the laws of the State of New Jersey.
(4) The Certificate of Incorporation and By-Laws of Wilsons/Georgetown in
effect immediately prior to the effectiveness of the Merger, by virtue of the
Merger and without further action by the shareholders or directors of the
Terminating Corporations or Wilsons/Georgetown, shall continue as, and shall be
deemed to be, the Certificate of Incorporation and By-Laws of the Surviving
Corporation until amended in accordance with the laws of the State of New
Jersey, except that, upon the effectiveness of the Merger, Article First of said
Certificate of Incorporation shall be deemed to be amended to read in its
entirety as follows:
"FIRST: The name of the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of New Jersey Inc."
(5) The directors of Wilsons/Georgetown immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of Wilsons/Georgetown immediately prior to the
effectiveness of the Merger shall be the officers of the Surviving Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation.
<PAGE>
Exhibit 3.39
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF NEW JERSEY INC.
(a New Jersey corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES REPRESENTING SHARES. Certificates representing
--------------------------------
shares shall set forth thereon the statements prescribed by the New Jersey
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law and shall be signed by the Chairman or Vice-Chairman
of the Board of Directors, if any, or by the President or a Vice-President and
may be counter-signed by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or
a facsimile thereof. Any or all signatures upon a certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of its issue.
A card which is punched, magnetically coded, or otherwise treated so
as to facilitate machine or automatic processing, may be used as a share
certificate if it otherwise complies with the provisions of the Business
Corporation Act.
The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. SHARE TRANSFERS. The transfer of shares shall be done in
---------------
accordance with the Business Corporation Act.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix, in
----------------------------
advance, a date as the record date for determining the shareholders with regard
to any corporate action or event and, in particular, for determining the
shareholders entitled to notice of or to vote at
<PAGE>
any meeting of shareholders or any adjournment thereof, to give a written
consent to any action without a meeting, or to receive payment of any dividend
or allotment of any right. Any such record date shall in no case be more than
sixty days prior to the shareholders' meeting or other corporate action or event
to which it relates. Any such record date for a shareholders' meeting shall not
be less than ten days before the date of the meeting. Any such record date to
determine shareholders entitled to give a written consent shall not be more than
sixty days before the date fixed for tabulation of the consents or, if no date
has been fixed for tabulation, more than sixty days before the last day on which
consents received may be counted. When a determination of shareholders of record
for a shareholders' meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this section for the adjourned meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual or special meeting shall be held at the time
----
fixed, from time to time, by the directors.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of New Jersey, as the directors may, from
time to time, fix.
c. CALL. Annual meetings may be called by the directors or by the
----
President or by any officer instructed by the directors to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice
-------------------------------------------------
of every meeting shall be given, stating the time, place, and purpose or
purposes of the meeting. The notice of every meeting shall be given not less
than ten nor more than sixty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived before or after
the taking of any action, to each shareholder at his record address or at such
other address which he may have furnished by request in writing to the Secretary
of the Corporation. When a meeting is adjourned to another time or place, it
shall not be necessary to give notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting. However, if
after the adjournment the directors fix a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder on
the new record date. Notice of a meeting need not be given to any shareholder
who submits a signed waiver of notice before or after the meeting. The
attendance of a shareholder at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him.
e. VOTING LIST. The officer or agent having charge of the stock
-----------
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at the shareholders' meeting or any adjournment
thereof. Any such list may consist of cards arranged alphabetically or any
equipment which permits the visual display of the information required by the
provisions of the Business Corporation Act. Such list shall be arranged
alphabetically within each
2
<PAGE>
class, series, if any, or group of shareholders maintained by the Corporation
for convenience of reference, with the address of, and the number of shares held
by, each shareholder, be produced (or available by means of a visual display) at
the time and place of the meeting, be subject to the inspection of any
shareholder for reasonable periods during the meeting, and be prima facie
evidence as to who are the shareholders entitled to examine such list or to vote
at such meeting.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every shareholder may authorize another
--------------------
person or persons to act for him by proxy in all matters in which a shareholder
is entitled to participate, whether by waiving notice of or the lapse of the
prescribed period of time before any meeting, voting or participating at a
meeting, or expressing consent without a meeting. Every proxy must be signed by
the shareholder or his agent, except that a proxy may be given by a shareholder
or his agent by telegram or cable or by any means of electronic communication
which results in a writing. No proxy shall be valid for more than eleven months
unless a longer time is expressly provided therein. Unless it is irrevocable as
provided in the Business Corporation Act, a proxy shall be revocable at will.
The grant of a later proxy revokes any earlier proxy unless the earlier proxy is
irrevocable. A proxy shall not be revoked by the death or incapacity of the
shareholder, but the proxy shall continue to be in force until revoked by the
personal representative or guardian of the shareholder. The presence at any
meeting of any shareholder who has given a proxy does not revoke the proxy
unless the shareholder files written notice of the revocation with the Secretary
of the meeting prior to the voting of the proxy or votes the shares subject to
the proxy by written ballot. A person named in a proxy as the attorney or agent
of a shareholder may, if the proxy so provides, substitute another person to act
in his place, including any other person named as an attorney or agent in the
same proxy. The substitution shall not be effective until an instrument
effecting it is filed with the Secretary of the Corporation.
h. QUORUM. Unless otherwise provided in the certificate of
------
incorporation or the Business Corporation Act, the holders of the shares
entitled to cast a majority of the votes at a meeting shall constitute a quorum
at the meeting of shareholders for the transaction of business.
The shareholders present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. Less than a quorum may adjourn.
i. VOTING. Each outstanding share shall entitle the holder thereof
------
to one vote on each matter submitted to a vote at a meeting of shareholders. In
the election of directors, a plurality of the votes cast shall elect, and no
election need be by ballot unless a shareholder demands the same before the
voting begins. Any other action shall be authorized by a majority of
3
<PAGE>
the votes cast except where the Business Corporation Act prescribes a different
proportion of votes.
5. SHAREHOLDER ACTION WITHOUT MEETINGS. Subject to any limitations
-----------------------------------
prescribed by the provisions of the Business Corporation Act and upon compliance
with said provisions, any action required or permitted to be taken at a meeting
of shareholders by the provisions of said Act or by the certificate of
incorporation or these Bylaws may be taken without a meeting if all of the
shareholders entitled to vote thereon consent thereto in writing. Whenever any
action is taken pursuant to the foregoing provisions, the written consents of
the shareholders consenting thereto shall be filed with the minutes of
proceedings of shareholders.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and affairs
---------------------------------------
of the Corporation shall be managed by or under the direction of a Board of
Directors. The use of the phrase "entire Board of Directors" herein refers to
the total number of directors which the Corporation would have if there were no
vacancies. The Board of Directors, by the affirmative vote of a majority of
directors in office and irrespective of any personal interest of any of them,
shall have authority to establish reasonable compensation of directors for
services to the Corporation as directors, officers, or otherwise.
2. QUALIFICATIONS AND NUMBER. Each director shall be at least
-------------------------
eighteen years of age and need not be a shareholder or a resident of the State
of New Jersey. The number of directors shall not be less than one nor more than
nine. The number of directors may be fixed or changed from time to time, within
such minimum and maximum, by the shareholders or by the Board of Directors. If
at any time the number of directors is not fixed by the shareholders or
directors, the number of directors shall be two until changed by the directors
or shareholders. Except as provided in the preceding sentence, the number of
directors shall be deemed to be fixed in these Bylaws as the number fixed from
time to time by the shareholders or the directors.
3. ELECTION AND TERM. The first Board of Directors shall hold office
-----------------
until the first annual meeting of shareholders and until their successors have
been elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of shareholders
or of special meetings of shareholders called for the election of directors,
newly created directorships and any existing vacancies in the Board of
Directors, including vacancies resulting from the removal of directors for cause
or without cause, may be filled by the affirmative vote of the remaining
directors, although less than a quorum exists or by the sole remaining director.
A director may resign by written notice to the Corporation. The resignation
shall be effective upon receipt thereof by the Corporation or at such subsequent
time as shall be specified in the notice of resignation. When one or more
directors shall resign from the Board of Directors effective at a future date, a
majority of the
4
<PAGE>
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective.
4. REMOVAL OF DIRECTORS. One or more or all the directors of the
--------------------
Corporation may be removed with or without cause by the shareholders by the
affirmative vote of the majority of the votes cast by the holders of shares
entitled to vote for the election of directors. The Board of Directors shall
have the power to remove directors for cause and to suspend directors pending a
final determination that cause exists for removal.
5. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to
be transacted at, or the purpose of, the meeting. Any requirement of furnishing
a notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior to the
conclusion of the meeting, the lack of notice to him. The attendance of any
director at a meeting, without protesting to the lack of notice prior to the
conclusion of such meeting, shall constitute a waiver of notice by him. Notice
of an adjourned meeting need not be given if the time and place are fixed at the
meeting adjourning, and if the period of adjournment does not exceed ten days in
any one adjournment.
c. QUORUM AND ACTION. Each director shall have one vote at meetings
-----------------
of the Board of Directors. The participation of directors with a majority of
the votes of the entire Board of Directors shall constitute a quorum for the
transaction of business. Any action approved by a majority of the votes of
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Business Corporation Act, certificate of
incorporation or these Bylaws requires a greater proportion. Where appropriate
communication facilities are reasonably available, any or all directors shall
have the right to participate in all or any part of a meeting of the Board of
Directors or a committee of the Board of Directors by means of conference
telephone or any means of communication by which all persons participating in
the meeting are able to hear each other.
5
<PAGE>
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present, shall preside at all meetings. Otherwise, the President,
if present, or any other director chosen by the Board of Directors, shall
preside.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
----------
majority of the entire Board of Directors, may appoint from among its members
one or more directors to constitute an Executive Committee and one or more other
committees, each of which, to the extent provided in the resolution appointing
it, shall have and may exercise all of the authority of the Board of Directors
with the exception of any authority the delegation of which is prohibited by the
Business Corporation Act. Actions taken at a meeting of any such committee shall
be reported to the Board of Directors at its next meeting following such
committee meeting; except that, when the meeting of the Board of Directors is
held within two days after the committee meeting, such report shall, if not made
at the first meeting, be made to the Board of Directors at its second meeting
following such committee meeting. Each director of a committee shall have one
vote at meetings of that committee. The participation of directors with the
majority of the votes of a committee shall constitute a quorum of that committee
for the transaction of business. Any action approved by a majority of the votes
of directors of a committee present at a meeting of that committee at which a
quorum is present shall be the act of the committee unless the Business
Corporation Act requires a greater proportion.
7. WRITTEN CONSENT. Any action required or permitted to be taken
---------------
pursuant to authorization voted at a meeting of the Board of Directors or any
committee thereof, may be taken without a meeting, if, prior or subsequent to
the action, all members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing and such written consents are filed with
the minutes of the proceedings of the Board of Directors or committee. Such
consent shall have the same effect as a unanimous vote of the Board of Directors
or committee for all purposes, and may be stated as such in any certificate or
other document filed with the Secretary of State of the State of New Jersey.
ARTICLE III
-----------
OFFICERS
--------
The directors shall elect a President, a Secretary, and a Treasurer,
and may elect a Chairman of the Board of Directors, a Vice-Chairman of the Board
of Directors, one or more Vice-Presidents, Assistant Vice-Presidents, Assistant
Secretaries, and Assistant Treasurers, and such other officers and agents as
they shall determine. Any two or more offices may be held by the same person
but no officer shall execute, acknowledge, or verify any instrument in more than
one capacity if such instrument is required by law to be executed, acknowledged,
or verified by two or more officers.
Unless otherwise provided in the resolution of election, each officer
shall hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor has been elected and
qualified, subject to earlier termination by removal or resignation.
6
<PAGE>
Officers shall have the powers and duties defined in the resolutions
appointing them.
The Board of Directors may remove any officer with or without cause.
An officer may resign by written notice to the Corporation. The resignation
shall be effective upon receipt thereof by the Corporation or at such subsequent
time as shall be specified in the notice of resignation.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
7
<PAGE>
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
On and after the date upon which the first Board of Directors shall
have adopted the initial corporate Bylaws, which shall be deemed to have been
adopted by the shareholders for the purposes of the Business Corporation Act,
the power to make, alter and repeal the Bylaws of the Corporation may be
exercised by the directors or the shareholders; provided, that any Bylaws made
by the Board of Directors may be altered or repealed, and new Bylaws made by the
shareholders.
8
<PAGE>
Exhibit 3.40
CERTIFICATE OF INCORPORATION
----------------------------
OF
SMITH HAVEN TANNERY WEST, INC.
------------------------------
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at least 18 years of age
and acting as the incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that:
FIRST: The name of the corporation is SMITH HAVEN TANNERY WEST, INC.
-----
SECOND: The corporation is formed for the following purpose or
------
purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To engage in any unlawful act or activity for which corporations may
be organized under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board, agency, or
other body without such consent or approval first being obtained.
THIRD: The office of the corporation is to be located in the County
-----
of Westchester, State of New York.
FOURTH: The aggregate number of shares which the corporation shall
------
have authority to issue is one hundred, all of which are without par value, and
all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of the
-----
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is: c/o
Melville Corporation, Att: Arthur V. Richards, Esq., One Theall Road, Rye, New
York 10580.
SIXTH: The duration of the corporation is to be perpetual.
-----
<PAGE>
SEVENTH: The corporation shall, to the fullest extent permitted by
-------
Article 7 of the Business Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he served at the request of
the corporation.
EIGHTH: The personal liability of the directors of the corporation is
------
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law, as the same may be amended and
supplemented.
Signed on March 23, 1993.
/s/ Athena Amaxas
----------------------------------------
Athena Amaxas, Incorporator
15 Columbus Circle
New York, New York 10023-7773
STATE OF NEW YORK )
)SS.:
COUNTY OF NEW YORK )
On the date hereinafter set forth, before me came Athena Amaxas, to me
known to be the individual who is described in, and who signed the foregoing
certificate of incorporation, and she acknowledged to me that she signed the
same.
Signed on March 23, 1993.
/s/ Ann Patalano
----------------------------------------
Notary Public
<PAGE>
CERTIFICATE OF MERGER
OF
AVENUE OF THE AMERICAS WILSONS, INC.
BAYSHORE WILSONS, INC.
CHAMPLAIN CENTRE WILSONS, INC.
CHAUTAUQUA WILSONS, INC.
COLONIE WILSONS, INC.
CROSS COUNTY WILSONS, INC.
EASTVIEW WILSONS, INC.
FLATBUSH WILSONS, INC.
GREEN ACRES WILSONS, INC.
HENRIETTA WILSONS, INC.
IRONDEQUOIT WILSONS, INC.
JEFFERSON YORKTOWN WILSONS, INC.
LONG RIDGE WILSONS, INC.
NANUET TANNERY WEST, INC.
NEWBURGH MALL WILSONS, INC.
ONONDAGA COUNTY WILSONS, INC.
POUGHKEEPSIE GALLERIA WILSONS, INC.
RD. SQUARE WILSONS, INC.
ROOSEVELT FIELD TANNERY WEST, INC.
ROOSEVELT FIELD WILSONS, INC.
SALMON RUN WILSONS, INC.
SHOPPINGTOWN WILSONS, INC.
SMITH HAVEN WILSONS, INC.
STATEN ISLAND WILSONS, INC.
STEINWAY STREET WILSONS, INC.
ST. LAURENCE WILSONS, INC.
AND
WHITE PLAINS GALLERIA, WILSONS, INC.
INTO
SMITH HAVEN TANNERY WEST, INC.
UNDER SECTION 904 OF THE
BUSINESS CORPORATION LAW
It is hereby certified upon behalf of each constituent corporation
herein named (the "Constituent Corporations"), as follows:
FIRST: The Board of Directors and sole shareholder of each of the
Constituent Corporations have duly adopted a plan of merger (the "Plan of
Merger") setting forth the terms and conditions of the merger of said
corporations (the "Merger"), including the amendment to the
<PAGE>
certificate of incorporation of the Surviving Corporation, as hereinafter
defined, proposed as part of the Merger.
SECOND: The name of the Constituent Corporation which is to be the
surviving corporation, and which is hereinafter sometimes referred to as the
"Surviving Corporation", is SMITH HAVEN TANNERY WEST, INC. The date upon which
its certificate of incorporation was filed by the Department of State is March
24, 1993.
THIRD: The names of the other Constituent Corporations, which are
being merged into the Surviving Corporation, and which are hereinafter sometimes
referred to as the "Merged Corporations", are AVENUE OF THE AMERICAS WILSONS,
INC., BAYSHORE WILSONS, INC., CHAMPLAIN CENTRE WILSONS, INC., CHAUTAUQUA
WILSONS, INC., COLONIE WILSONS, INC., CROSS COUNTY WILSONS, INC., EASTVIEW
WILSONS, INC., FLATBUSH WILSONS, INC., GREEN ACRES WILSONS, INC., HENRIETTA
WILSONS, INC., IRONDEQUOIT WILSONS, INC., JEFFERSON YORKTOWN WILSONS, INC., LONG
RIDGE WILSONS, INC., NANUET TANNERY WEST, INC., NEWBURGH MALL WILSONS, INC.,
ONONDAGA COUNTY WILSONS, INC., POUGHKEEPSIE GALLERIA WILSONS, INC., RD. SQUARE
WILSONS, INC., ROOSEVELT FIELD TANNERY WEST, INC., ROOSEVELT FIELD WILSONS,
INC., SALMON RUN WILSONS, INC., SHOPPINGTOWN WILSONS, INC., SMITH HAVEN WILSONS,
INC., STATEN ISLAND WILSONS, INC., STEINWAY STREET WILSONS, INC., ST. LAURENCE
WILSONS, INC. and WHITE PLAINS GALLERIA, WILSONS, INC. The name under which
FLATBUSH WILSONS, INC. was formed is KINGS PLAZA, WILSONS, INC. The name under
which IRONDEQUOIT WILSONS, INC. was formed is ULSTER WILSONS, INC. The date
upon which the certificate of incorporation of each of the Merged Corporations
was filed by the Department of State is as follows:
<TABLE>
<CAPTION>
Name Date
------------------------------------ ------------------
<S> <C>
AVENUE OF THE AMERICAS WILSONS, INC. April 17, 1989
BAYSHORE WILSONS, INC. November 5, 1982
CHAMPLAIN CENTRE WILSONS, INC. September 12, 1986
CHAUTAUQUA WILSONS, INC. January 12, 1984
COLONIE WILSONS, INC. April 13, 1983
CROSS COUNTY WILSONS, INC. July 9, 1982
EASTVIEW WILSONS, INC. June 16, 1982
FLATBUSH WILSONS, INC. April 21, 1987
GREEN ACRES WILSONS, INC. February 3, 1983
HENRIETTA WILSONS, INC. June 11, 1982
IRONDEQUOIT WILSONS, INC. September 22, 1988
JEFFERSON YORKTOWN WILSONS, INC. January 30, 1984
LONG RIDGE WILSONS, INC. January 13, 1983
NANUET TANNERY WEST, INC. June 8, 1989
NEWBURGH MALL WILSONS, INC. August 25, 1987
ONONDAGA COUNTY WILSONS, INC. July 9, 1987
POUGHKEEPSIE GALLERIA WILSONS, INC. September 5, 1986
RD. SQUARE WILSONS, INC. April 24, 1987
ROOSEVELT FIELD TANNERY WEST, INC. July 11, 1989
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ROOSEVELT FIELD WILSONS, INC. March 6, 1985
SALMON RUN WILSONS, INC. September 5, 1986
SHOPPINGTOWN WILSONS, INC. January 9, 1984
SMITH HAVEN WILSONS, INC. March 13, 1984
STATEN ISLAND WILSONS, INC. July 9, 1982
STEINWAY STREET WILSONS, INC. March 24, 1988
ST. LAURENCE WILSONS, INC. December 3, 1990
WHITE PLAINS GALLERIA, WILSONS, INC. June 17, 1987
</TABLE>
FOURTH: As to each Constituent Corporation, the Plan of Merger (i)
provides that such Constituent Corporation has 100 shares of capital stock
outstanding, all of which are of one class designated as Common Stock, no par
value, and all of which are entitled to vote on the Plan of Merger as a single
class, and (ii) states that the number of outstanding shares of such Constituent
Corporation is not subject to change prior to the effectiveness of the Merger.
FIFTH: The Merger was authorized in respect of each Constituent
Corporation by unanimous written consent of the directors and sole shareholder
of such Constituent Corporation.
SIXTH: The following is a statement of the amendment to the
certificate of incorporation of SMITH HAVEN TANNERY WEST, INC., as the Surviving
Corporation, to be effected by the Merger:
Upon the effectiveness of the Merger, the certificate of incorporation
of SMITH HAVEN TANNERY WEST, INC. shall be amended to change the name
of the corporation. To accomplish said amendment, Article First of
the certificate of incorporation shall be stricken out in its
entirety, and the following new Article shall be substituted in lieu
thereof:
"FIRST: The name of the corporation is Wilsons Leather of New York
-----
Inc."
SEVENTH: The effective date of the Merger shall be August 3, 1996.
IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained herein have been examined by us and are true and correct.
Executed on July 19, 1996
AVENUE OF THE AMERICAS WILSONS, INC.
BAYSHORE WILSONS, INC.
CHAMPLAIN CENTRE WILSONS, INC.
CHAUTAUQUA WILSONS, INC.
COLONIE WILSONS, INC.
CROSS COUNTY WILSONS, INC.
EASTVIEW WILSONS, INC.
FLATBUSH WILSONS, INC.
GREEN ACRES WILSONS, INC.
HENRIETTA WILSONS, INC.
<PAGE>
IRONDEQUOIT WILSONS, INC.
JEFFERSON YORKTOWN WILSONS, INC.
LONG RIDGE WILSONS, INC.
NANUET TANNERY WEST,INC.
NEWBURGH MALL WILSONS, INC.
ONONDAGA COUNTY WILSONS, INC.
POUGHKEEPSIE GALLERIA WILSONS, INC.
RD. SQUARE WILSONS, INC.
ROOSEVELT FIELD TANNERY WEST, INC.
ROOSEVELT FIELD WILSONS, INC.
SALMON RUN WILSONS, INC.
SHOPPINGTOWN WILSONS, INC.
SMITH HAVEN WILSONS, INC.
STATEN ISLAND WILSONS, INC.
STEINWAY STREET WILSONS, INC.
ST. LAURENCE WILSONS, INC.
WHITE PLAINS GALLERIA, WILSONS, INC.
[SIGN IN BLACK] By: /s/ David L. Rogers
---------------------------------
Name: David L. Rogers
Title: President of Each
And: /s/ Jonathan G. Halper
--------------------------------
Name: Jonathan G. Halper
Title: Secretary of Each
SMITH HAVEN TANNERY WEST, INC.
By: /s/ David L. Rogers
---------------------------------
Name: David L. Rogers
Title: President
And: /s/ Jonathan G. Halper
--------------------------------
Name: Jonathan G. Halper
Title: Secretary
<PAGE>
CERTIFICATE OF CHANGE
OF
WILSONS LEATHER OF NEW YORK INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation is WILSONS LEATHER OF NEW YORK
INC. The name under which the corporation was formed is SMITH HAVEN TANNERY
WEST, INC.
SECOND: The certificate of incorporation of the corporation was filed
by the Department of State on March 24, 1993.
THIRD: The certificate of incorporation of the corporation is hereby
changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to make a designation of a registered agent of the corporation and to
specify the address of said registered agent. To accomplish said changes:
(a) The statement in the certificate of incorporation relating to
said post office address to which the Secretary of State shall forward a copy of
process is hereby stricken and the following statement is substituted in lieu
thereof:
"The post office address within the State of New York to
which the Secretary of State shall mail a copy of any
process against the corporation served upon him is c/o
Corporation Service Company, 500 Central Avenue, Albany, New
York 12206-2290."
(b) The following statement of designation of registered agent is
added to the certificate of incorporation:
"The name and address of the registered agent of the
corporation are Corporation Service Company, 500 Central
Avenue, Albany, New York 12206-2290. Said registered agent
is to be the agent upon which process against the
corporation may be served."
<PAGE>
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
Dated: September 26, 1996
Name of
Signer: David L. Rogers /s/ David L. Rogers
----------------------------- -----------------------------------
President
Name of
Signer: Jonathan G. Halper /s/ Jonathan G. Halper
----------------------------- -----------------------------------
Secretary
<PAGE>
Certificate of Change
of
WILSONS LEATHER OF NEW YORK INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the "corporation") is
WILSONS LEATHER OF NEW YORK INC.
The name under which the corporation was formed is
SMITH HAVEN TANNERY WEST, INC.
SECOND: The certificate of incorporation of the corporation was filed
by the Department of State on
03-24-1993
THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of State
of New York shall mail a copy of any process against the corporation served upon
said Secretary of State and to change the address of the registered agent; and
to accomplish said changes, the statements in the certificate of incorporation
relating to said post office address and the designation of registered agent are
hereby stricken and the following statements are substituted in lieu thereof:
"The post office address within the State of New York to
which the Secretary of State of New York shall mail a copy of any
process against the corporation served upon him is c/o
CORPORATION SERVICE COMPANY 80 State Street, Albany, New York
12207"
"The name and the address of the registered agent of the
corporation are CORPORATION SERVICE COMPANY 80 State Street,
Albany, New York 12207. Said registered agent is to be the agent
upon which process against the corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the
undersigned to the corporation not less than 30 days prior to the date of the
delivery of this certificate to the Department of State and the corporation has
not objected thereto. The person signing this certificate is the agent of the
corporation to whose address the Secretary of State of New York is required to
mail copies of process and the registered agent of the corporation.
<PAGE>
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: March 3, 1997
CORPORATION SERVICE COMPANY
/s/ William G. Popeo
----------------------------------------
William G. Popeo Vice President
/s/ John H. Pelletier
----------------------------------------
John H. Pelletier, Asst. Secretary
<PAGE>
Exhibit 3.41
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF NEW YORK INC.
(a New York corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares
--------------------------------
shall set forth thereon the statements prescribed by the New York Business
Corporation Law (the "Business Corporation Law") and by any other applicable
provision of law and shall be signed by the Chairman or a Vice-Chairman of the
Board of Directors, if any, or by the President or a Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee, or if the shares are listed
on a registered national security exchange. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
its issue.
A certificate representing shares shall not be issued until the full amount
of consideration therefor has been paid except as the Business Corporation Law
may otherwise permit.
The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the
<PAGE>
share record of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining the
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action. When a determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date under this paragraph for the adjourned meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed, from time to
----
time, by the directors. A special meeting shall be held on the date fixed by
the directors except when the Business Corporation Law confers the right to fix
the date upon shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of New York, as the directors may, from time
to time, fix.
c. CALL. Annual meetings may be called by the directors or by any officer
----
instructed by the directors to call the meeting. Special meetings may be called
in like manner except when the directors are required by the Business
Corporation Law to call a meeting, or except when the shareholders are entitled
by Business Corporation Law to demand the call of a meeting.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice of
-------------------------------------------------
all meetings shall be given, stating the place, date and hour of the meeting,
and, unless it is an annual meeting, indicating that it is being issued by or at
the direction of the person or persons calling the meeting. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called; and, at any such meeting, only such business may be
transacted which is related to the purpose or purposes set forth in the notice.
If any action is proposed to be taken which would, if taken, entitle
shareholders to receive payment for their shares, the notice shall include a
statement of that purpose and to that effect and shall be accompanied by a copy
of Section 623 of the Business Corporation Law or an outline of its material
terms. A copy of the notice of any meeting shall be given, personally or by
first class mail, not less than ten nor more than fifty days before the date of
the meeting. Notice by mail shall be
<PAGE>
deemed to be given when deposited, with postage thereon prepaid, in a post
office or official depository under the exclusive care and custody of the United
States post office department. If a meeting is adjourned to another time or
place, and, if any announcement of the adjourned time or place is made at the
meeting, it shall not be necessary to give notice of the adjourned meeting
unless the directors, after adjournment, fix a new record date for the adjourned
meeting. Notice of a meeting need not be given to any shareholder who submits a
signed waiver of notice before or after the meeting. The attendance of a
shareholder at a meeting without protesting prior to the conclusion of the
meeting the lack of notice of such meeting shall constitute a waiver of notice
by him.
e. SHAREHOLDER LIST AND CHALLENGE. A list of shareholders as of the
------------------------------
record date, certified by the Secretary or other officer responsible for its
preparation or by the transfer agent, if any, shall be produced at any meeting
of shareholders upon the request thereat or prior thereto of any shareholder.
If the right to vote at any meeting is challenged, the inspectors of election,
if any, or the person presiding thereat, shall require such list of shareholders
to be produced as evidence of the right of the persons challenged to vote at
such meeting, and all persons who appear from such list to be shareholders
entitled to vote thereat may vote at such meeting.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the chairman of the meeting
shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every shareholder may authorize another person
--------------------
or persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by the
Business Corporation Law.
h. QUORUM. Except for a special election of directors pursuant to the
------
Business Corporation Law, and except as herein otherwise provided, the holders
of a majority of the outstanding shares shall constitute a quorum at a meeting
of shareholders for the transaction of any business. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any shareholders. The shareholders present may adjourn the meeting despite the
absence of a quorum.
<PAGE>
i. VOTING. Each share shall entitle the holder thereof to one vote. In
------
the election of directors, a plurality of the votes cast shall elect. Any other
action shall be authorized by a majority of the votes cast except where the
Business Corporation Law prescribes a different proportion of votes.
5. SHAREHOLDER ACTION WITHOUT MEETINGS. Whenever shareholders are
-----------------------------------
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS AND DEFINITIONS. The business of the Corporation shall be
-------------------------
managed under the direction of a Board of Directors. The use of the phrase
"entire Board of Directors" herein refers to the total number of directors which
the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be at least eighteen
-------------------------
years of age. A director need not be a shareholder or a resident of the State
of New York. The number of directors shall not be less than one nor more than
nine. The number of directors may be fixed or changed from time to time, within
such minimum and maximum, by the shareholders or by the Board of Directors. If
at any time the number of directors is not fixed by the shareholders or
directors, the number of directors shall be two until changed by the directors
or shareholders. Except as provided in the preceding sentence, the number of
directors shall be deemed to be fixed in these Bylaws as the number fixed from
time to time by the shareholders or the directors.
3. ELECTION AND TERM. The first Board of Directors shall be elected by
-----------------
the incorporator or incorporators and shall hold office until the first annual
meeting of shareholders and until their successors have been elected and
qualified. Thereafter, directors who are elected at an annual meeting of
shareholders, and directors who are elected in the interim by the shareholders
to fill vacancies and newly created directorships, shall hold office until the
next annual meeting of shareholders and until their successors have been elected
and qualified; and directors who are elected in the interim by the directors to
fill vacancies and newly created directorships shall hold office until the next
meeting of shareholders at which the election of directors is in the regular
order of business and until their successors have been elected and qualified.
In the interim between annual meetings of shareholders or of special meetings of
shareholders called for the election of directors, newly created directorships
and any vacancies in the Board of Directors, including vacancies resulting from
the removal of directors with or without cause, may be filled by the vote of the
remaining directors then in office, although less than a quorum exists.
<PAGE>
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Law.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
---------------------------------------
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the purpose of the meeting.
Any requirement of furnishing a notice shall be waived by any director who signs
a waiver of notice before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
him.
c. QUORUM AND ACTION. A majority of the entire Board of Directors shall
-----------------
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided such majority shall constitute at least one-third of the entire Board
of Directors. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as herein
otherwise provided, the act of the Board of Directors shall be the act, at a
meeting duly assembled, by vote of a majority of the directors present at the
time of the vote, a quorum being present at such time.
Any one or more members of the Board of Directors or of any committee
thereof may participate in a meeting of said Board of Directors or of any such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time, and participation by such means shall constitute presence in person at the
meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors, if
-----------------------
any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed with
--------------------
or without cause by the shareholders. One or more of the directors may be
removed for cause by the Board of Directors.
<PAGE>
6. COMMITTEES. The Board of Directors, by resolution adopted by a majority
----------
of the entire Board of Directors, may designate from among its members an
Executive Committee and other committees, each consisting of three or more
directors, and each of which, to the extent provided in the resolution
designating it, shall have the authority of the Board of Directors with the
exception of any authority the delegation of which is prohibited by the Business
Corporation Law.
7. WRITTEN ACTION. Any action required or permitted to be taken by the
--------------
Board of Directors or by any committee thereof may be taken without a meeting if
all of the members of the Board of Directors or of any committee thereof consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board of
Directors or of any such committee shall be filed with the minutes of the
proceedings of the Board of Directors or of any such committee.
ARTICLE III
-----------
OFFICERS
--------
The Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice-Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such
other officers as they may determine. Any two or more offices may be held by
the same person except the offices of President and Secretary; or, when all of
the issued and outstanding shares of the Corporation are owned by one person,
such person may hold all or any combination of offices.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.
Officers shall have the powers and duties defined in the resolutions
appointing them.
The Board of Directors may remove any officer with or without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
<PAGE>
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change from time to time, by the Board of Directors.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
The initial Bylaws of the Corporation shall be adopted by its incorporator
or incorporators at the organization meeting. Thereafter, subject to the
Business Corporation Law, Bylaws may be adopted, amended or repealed by vote of
the holders of the shares at the time entitled to vote in the election of any
directors. Bylaws may also be adopted, amended or repealed by a majority vote
of the Board of Directors, but any Bylaw adopted by the Board of Directors may
be amended or repealed by the shareholders entitled to vote thereon.
<PAGE>
Exhibit 3.42
ARTICLES OF INCORPORATION
OF
CARY VILLAGE THOM McAN, INC.
We, the undersigned natural persons of the age of eighteen years or more,
do hereby associate ourselves into a business corporation under the laws of the
State of North Carolina, as contained in Chapter 55 of the General Statutes of
North Carolina, entitled "Business Corporation Act," and the several amendments
thereto, and to that end do hereby set forth:
1. The name of the Corporation is CARY VILLAGE THOM McAN, INC.
2. The period of duration of the corporation shall be perpetual.
3. The purpose or purposes for which the corporation is organized are:
To buy, sell and generally deal in shoes, hosiery, footwear, apparel
and accessories.
4. The aggregate number of shares which the corporation shall have
authority to issue is 100, divided into one classes. The designation of each
class, number of shares of each class, series, if any, within each class, and
the par value, if any, of the shares of each class, or a statement that the
shares of any class are without par value, is as follows:
Number of Par value
Class Series Shares per share
Common None 100 Without par value
The preferences, limitations and relative rights in respect of the shares
of each class are as follows: None.
5. The minimum amount of consideration for its shares to be received by
the corporation before it shall commence business is $1,000.00.
6. The address of the initial registered office of the corporation
(including county and city or town, and street and number, if any) is 327
Hillsboro Street, Raleigh 27602, Wake County, and the name of the initial
registered agent at such address is United States Corporation Company.
<PAGE>
7. The number of directors of the corporation may be fixed by the by-
laws, but shall not be less than three (except as permitted by N.C.G.S. 55-25).
The number of directors constituting the initial board of directors shall
be five (5), and the name and address (including street and number, if any) of
each person who is to serve as a director until the first meeting of
shareholders or until his successor be elected and qualified is:
<TABLE>
<CAPTION>
NAMES ADDRESSES
<S> <C>
Lawrence E. McGourty 67 Millbrook St., Worcester, Mass.
Kenneth K. Berland 3000 Westchester Ave., Harrison, NY
Richard T. O'Connell, Jr. 3000 Westchester Ave., Harrison, NY
Mark S. Ticotin 3000 Westchester Ave., Harrison, NY
Arthur V. Richards 3000 Westchester Ave., Harrison, NY
</TABLE>
8. The name and address (including street and number, if any) of each
incorporator is:
<TABLE>
<CAPTION>
NAMES ADDRESSES
<S> <C>
Robert F. Gilhooley 70 Pine Street, New York, NY 10005
Leif A. Tonnessen 70 Pine Street, New York, NY 10005
Paul Allersmeyer 70 Pine Street, New York, NY 10005
</TABLE>
IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 3rd day of
February, A.D. 1978.
/s/ Robert F. Gilhooley
----------------------------------
Robert F. Gilhooley
/s/ Leif A. Tonnessen
----------------------------------
Leif A. Tonnessen
/s/ Paul Allersmeyer
----------------------------------
Paul Allersmeyer
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK
THIS IS TO CERTIFY, that on the 3rd day of February, A.D. 1978, before me,
a Notary Public personally appeared Robert F. Gilhooley, Leif A. Tonnessen and
Paul Allersmeyer, who I am satisfied are the persons named in and who executed
the foregoing Articles of Incorporation, and I having first made known to them
the contents thereof, they did each acknowledge that they signed and delivered
the same as their voluntary act and deed for the uses and purposes therein
expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this the 3rd day of February, A.D. 1978.
/s/ Ann Patalano
------------------------------------
Notary Public
<PAGE>
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to (S) 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: CARY VILLAGE THOM MCAN, INC.
2. The text of each amendment adopted is as follows: (State below or attach)
1. The name of the corporation is CARY TOWN WILSONS, INC.
3. If an amendment provides for an exchange, reclassification, or cancellation
of issued shares, provisions for implementing the amendment, if not
contained in the amendment itself, are as follows:
n/a.
4. The date of adoption of each amendment was as follows:
February 23, 1994
5. The amendment(s) was (were) approved by shareholder action, and such
shareholder approval was obtained as required by Chapter 55 of the North
Carolina General Statutes.
This the 17 day of March, 1994
CARY VILLAGE THOM MCAN, INC.
By /s/ Edward S. Wozniak
-------------------------------
Edward S. Wozniak, V.P.
<PAGE>
ARTICLES OF MERGER
OF
CAROLINA PLACE WILSONS, INC.
CROSS CREEK MALL WILSONS, INC.
EASTLAND MALL WILSONS, INC.
FOUR SEASONS WILSONS, INC.
NORTHGATE-DURHAM WILSONS, INC.
AND
SOUTH SQUARE WILSONS, INC.
WITH AND INTO
CARY TOWN WILSONS, INC.
These Articles of Merger relate to the merger of CAROLINA PLACE WILSONS,
INC., CROSS CREEK MALL WILSONS, INC., EASTLAND MALL WILSONS, INC., FOUR SEASONS
WILSONS, INC., NORTHGATE-DURHAM WILSONS, INC. and SOUTH SQUARE WILSONS, INC.,
each being a North Carolina corporation (the "Terminating Corporations"), with
and into CARY TOWN WILSONS, INC., a North Carolina corporation ("Cary Town").
1. The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
2. The Plan has been approved by the sole shareholder of each of the
Terminating Corporations and Cary Town as required by the North Carolina
Business Corporation Act.
3. The corporation surviving the merger herein provided for is Cary Town,
which shall continue after the merger under the name of "Wilsons Leather of
North Carolina Inc."
4. The effective time and date of these Articles of Merger and the merger
herein provided for is 11:59 p.m. on August 3, 1996.
<PAGE>
Executed on July 19, 1996
CAROLINA PLACE WILSONS, INC.
CROSS CREEK MALL WILSONS, INC.
EASTLAND MALL WILSONS, INC.
FOUR SEASONS WILSONS, INC.
NORTHGATE-DURHAM WILSONS, INC.
SOUTH SQUARE WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President of Each
CARY TOWN WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
CAROLINA PLACE WILSONS, INC., CROSS CREEK MALL WILSONS, INC., EASTLAND MALL
WILSONS, INC., FOUR SEASONS WILSONS, INC., NORTHGATE-DURHAM WILSONS, INC. and
SOUTH SQUARE WILSONS, INC., each being a North Carolina corporation (the
"Terminating Corporations"), and CARY TOWN WILSONS, INC., a North Carolina
corporation ("Cary Town"), shall merge into a single corporation (the "Merger")
upon the following terms and conditions:
(1) The merger of the Terminating Corporations into Cary Town (the
"Merger") shall be effective at 11:59 p.m. on August 3, 1996, and Cary Town
shall be the surviving corporation following the Merger (the "Surviving
Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Cary Town shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Cary Town,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of North Carolina.
(4) The Articles of Incorporation and By-Laws of Cary Town in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Cary Town, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of North Carolina, except that, upon
the effectiveness of the Merger, Article 1 of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"1. The name of the corporation is Wilsons Leather of North Carolina Inc."
(5) The directors of Cary Town immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective
<PAGE>
successors are elected and have qualified or as otherwise provided in the By-
Laws of the Surviving Corporation. The officers of Cary Town immediately prior
to the effectiveness of the Merger shall be the officers of the Surviving
Corporation until their respective successors are chosen and have qualified or
as otherwise provided in the By-Laws of the Surviving Corporation.
<PAGE>
ARTICLES OF MERGER
OF
HANES MALL WILSONS, INC.
WITH AND INTO
WILSONS LEATHER OF NORTH CAROLINA INC.
These Articles of Merger relate to the merger of HANES MALL WILSONS, INC.,
a North Carolina corporation (the "Terminating Corporation"), with and into
WILSONS LEATHER OF NORTH CAROLINA INC., a North Carolina corporation ("Wilsons
Leather").
1. The Plan of Merger (the "Plan") is attached hereto as Exhibit A.
2. The Plan has been approved by the sole shareholder of the Terminating
Corporation and Wilsons Leather as required by the North Carolina Business
Corporation Act.
3. The corporation surviving the merger herein provided for is Wilsons
Leather.
4. The effective time and date of these Articles of Merger is upon filing
with the North Carolina Secretary of State.
Executed on September 11, 1996
HANES MALL WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President
WILSONS LEATHER OF NORTH
CAROLINA INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
HANES MALL WILSONS, INC., a North Carolina corporation (the "Terminating
Corporation"), and WILSONS LEATHER OF NORTH CAROLINA INC., a North Carolina
corporation ("Wilsons Leather"), shall merge into a single corporation upon the
following terms and conditions:
(1) The merger of the Terminating Corporation into Wilsons Leather (the
"Merger") shall be effective upon filing of Articles of Merger with the North
Carolina Secretary of State, and Wilsons Leather shall be the surviving
corporation following the Merger (the "Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of
Wilsons Leather shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of Wilsons
Leather, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the State of North Carolina.
(4) The Articles of Incorporation and By-Laws of Wilsons Leather in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or Wilsons Leather, shall continue as, and shall be deemed to be,
the Articles of Incorporation and By-Laws of the Surviving Corporation until
amended in accordance with the laws of the State of North Carolina.
(5) The directors of Wilsons Leather immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of Wilsons Leather immediately prior to the
effectiveness of the Merger shall be the officers of the Surviving Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation.
<PAGE>
Exhibit 3.43
_______
AMENDED AND RESTATED BYLAWS
OF
WILSONS LEATHER OF NORTH CAROLINA INC.
(a North Carolina corporation)
_______
ARTICLE I
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SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by Section 55-
6-25 of the North Carolina Business Corporation Act ("Business Corporation Act")
and by any other applicable provision of law, shall be signed, either manually
or in facsimile, by any two of the following officers: the President, a Vice-
President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant
Treasurer, or by any two officers designated by the Board of Directors, and may
bear the corporate seal or its facsimile. If a person who signed in any
capacity, either manually or in facsimile, a share certificate no longer holds
office when the certificate is issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. In order to determine the
----------------------------
shareholders who are entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote, or to take any other action, the Board of Directors of
the Corporation may fix a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days before the
meeting or action requiring such determination of shareholders. A
<PAGE>
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right
------------------------
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
5. SHAREHOLDER MEETINGS.
--------------------
(a) TIME. The annual meeting shall be held on the date fixed from
----
time to time by the Board of Directors. A special meeting shall be held on the
date fixed from time to time by the Board of Directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.
(b) PLACE. Annual meetings and special meetings shall be held at
-----
such place in or out of the State of North Carolina as the Board of Directors
shall from time to time fix.
(c) CALL. Annual meetings may be called by the Board of Directors or
----
the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board,
if any, the President, or the Secretary or by any officer instructed by the
Board of Directors or the President to call the meeting. Special meetings may be
called in like manner.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than
ten nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. Unless
the Business Corporation Act or the articles of incorporation require otherwise,
the Corporation is required to give notice only to shareholders entitled to vote
at the meeting. A shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation or the Bylaws before or after the
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A
2
<PAGE>
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter before it is voted upon.
(e) VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of subsection (c) of Section 55-16-02 of the Business Corporation
Act, to copy the list, during regular business hours and at his expense, during
the period it is available for inspection. The Corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his agent,
or attorney, is entitled to inspect the list at any time during the meeting or
any adjournment.
(f) CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. A telegram, telex, facsimile, or other form of wire or
wireless communication appearing to have been transmitted by a shareholder, or a
photocopy or equivalent reproduction of a writing appointing one or more
proxies, shall be deemed a valid appointment form. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven months, unless a different
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
(h) SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as a shareholder. The extent
of this recognition may be determined in the procedure.
3
<PAGE>
(i) QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter, except that, in the absence of a quorum at the opening of
any meeting of shareholders, such meeting may be adjourned from time to time by
the vote of a majority of the shares voting on the motion to adjourn. Shares
entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that matter.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
(j) VOTING. Directors are elected by a plurality of the votes cast
------
by the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation, a Bylaw adopted by the shareholders, or the Business
Corporation Act requires a greater number of affirmative votes.
6. ACTION WITHOUT MEETING. Any action required or permitted by the
----------------------
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting, if one or more written consents are
signed by all the shareholders before or after such action, describing the
action taken, are delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. If the Business Corporation Act requires that
notice of proposed action be given to nonvoting shareholders and the action is
to be taken by unanimous consent of the voting shareholders, the Corporation
must give its nonvoting shareholders written notice of the proposed action at
least ten days before the action is taken. The notice must contain or be
accompanied by the same material that, under the Business Corporation Act, would
have been required to be sent to nonvoting shareholders in a notice of a meeting
at which the proposed action would have been submitted to the shareholders for
action.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
----------------------------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder,
-------------------------
a citizen of the United States, or a resident of the State of North Carolina.
The Board of Directors shall consist of not less than one nor more than ten
persons. The number of directors may be fixed or changed from time to time,
within such minimum and maximum, by the shareholders or, unless the articles of
incorporation or an agreement valid under Section 55-7-31 shall otherwise
provide, by the Board of Directors.
4
<PAGE>
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are staggered
under Section 55-8-06 of the Business Corporation Act. A decrease in the number
of directors does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on
the Board of Directors, including without limitation, a vacancy resulting from
an increase in the number of directors or from the failure by the shareholders
to elect the full authorized number of directors, the shareholders or the Board
of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors, or by the
sole director, remaining in office. If the vacant office was held by a director
elected by a voting group of shareholders, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.
4. MEETINGS.
--------
(a) TIME. Meetings shall be held at such time as the Board shall
----
fix, except that the first meeting of a newly elected Board of Directors shall
be held as soon after its election as the directors may conveniently assemble.
(b) PLACE. The Board of Directors may hold regular or special
-----
meetings in or out of the State of North Carolina at such place as shall be
fixed by the Board.
(c) CALL. No call shall be required for regular meetings for which
----
the time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of
---------------------------------------
the Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
Board of Directors thereat. The notice of any meeting need not describe the
purpose of the meeting. A director may waive any notice required by the
Business Corporation Act, the articles of incorporation, or by these Bylaws
before or after the date and time stated in the notice. A director's attendance
at or participation in a meeting waives any required notice to the director of
the meeting unless the director at the beginning of the meeting, or promptly
upon his arrival, objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.
5
<PAGE>
(e) QUORUM AND ACTION. A quorum of the Board of Directors consists
-----------------
of a majority of the number of directors prescribed in or fixed in accordance
with these Bylaws. If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the Board of Directors.
The Board of Directors may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through use of, any means
of communication by which all directors participating may simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
(f) CHAIRMAN OF THE MEETING. Meetings of the Board of Directors
-----------------------
shall be presided over by the following directors in the order of seniority and
if present and acting - the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of Section 55-8-08 of
the Business Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in
office when the action is taken, or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
Section 55-8-24 of the Business Corporation Act. The provisions of Sections 55-
8-20 through 55-8-24 of the Business Corporation Act, which govern meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors, apply to committees and their members as
well. To the extent specified by the Board of Directors, the articles of
incorporation, or these Bylaws, each committee may exercise the authority of
the Board of Directors under Section 55-8-01 of the Business Corporation Act
except such authority as may not be delegated under the Business Corporation
Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents, signed by each
director before or after such action, describing the action taken, and included
in the minutes or filed with the corporate records. Action taken under this
paragraph is effective when the last director signs the consent, unless the
consent specifies a different effective date.
6
<PAGE>
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have such officers as are appointed by the Board
of Directors. The same individual may simultaneously hold more than one office
in the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary, or any Assistant Secretary or any one or more
other officers designated by the Board of Directors shall have the
responsibility for custody of the minutes of the Board of Directors' and
shareholders' meetings and for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
STATUTORY NOTICES TO SHAREHOLDERS
---------------------------------
The Board of Directors may appoint the Treasurer or other fiscal
officer and/or the Secretary or any other officer to cause to be prepared and
furnished to shareholders entitled thereto any special financial notice and/or
any financial statement, which may be required by any provision of law, and
which, more specifically, may be required by Sections 55-16-20 and 55-16-21 of
the Business Corporation Act.
ARTICLE V
---------
CORPORATE SEAL
--------------
The seal of the Corporation shall be a circular embossed seal having
inscribed thereon the name of the Corporation and the following words:
"Corporate Seal North Carolina".
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
7
<PAGE>
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserves this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors. A Bylaw that fixes a greater quorum or voting
requirement for the Board of Directors may be amended or repealed only in
accordance with the provisions of Section 55-10-22 of the Business Corporation
Act.
8
<PAGE>
Exhibit 3.44
ARTICLES OF INCORPORATION
OF
CLERMONT COUNTY WILSONS, INC.
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. of
the Revised Code of Ohio, do hereby certify:
FIRST: The name of said corporation shall be CLERMONT COUNTY WILSONS, INC.
SECOND: The place in Ohio where its principal office is to be located is
21 East State Street, Columbus, Franklin, County.
THIRD: The purposes for which it is formed are:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind
and description.
FOURTH: The number of shares which the corporation is authorized to have
outstanding is One Hundred (100) common stock, all of which are without par
value.
FIFTH: The amount of stated capital with which the corporation shall begin
business is Five Hundred Dollars ($500.00).
IN WITNESS WHEREOF, We have hereunto subscribed our names, this 9th day of
June, 1987.
CLERMONT COUNTY WILSONS, INC.
---------------------------------------------
Name of Corporation
/s/ John S. Hoenigmann
---------------------------------------------
John S. Hoenigmann
/s/ Paul Allersmeyer
---------------------------------------------
Paul Allersmeyer
/s/ Ann Patalano
---------------------------------------------
Ann Patalano
<PAGE>
Original Appointment of Statutory Agent
The undersigned, being at least a majority of the incorporators of CLERMONT
COUNTY WILSONS, INC., hereby appoint United States Corporation Company to be
statutory agent upon whom any process, notice or demand required or permitted by
statute to be served upon the corporation may be served.
The complete address of the agent is: 21 East State Street, Columbus,
Franklin County, Ohio 43215.
Date: June 9, 1987
/s/ John S. Hoenigmann
---------------------------------------------
John S. Hoenigmann
/s/ Paul Allersmeyer
---------------------------------------------
Paul Allersmeyer
/s/ Ann Patalano
---------------------------------------------
Ann Patalano
<PAGE>
CERTIFICATE OF MERGER
In accordance with the requirements of Ohio law, the undersigned
corporations, limited liability companies and/or limited partnerships, desiring
to effect a merger, set forth the following facts:
I. SURVIVING ENTITY
A. The name of the entity surviving the merger is: Clermont County
Wilsons, Inc.
B. Name change: As a result of this merger, the name of the
surviving entity has been changed to the following: Wilsons Leather of Ohio
Inc.
C. The surviving entity is a Domestic (Ohio) corporation.
II. Merging Entities
The name, type of entity, and state/county of incorporation or
organization, respectively, of each entity, other than the survivor, which is a
party to the merger are as follows:
<TABLE>
<CAPTION>
Name State/County of Organization Type of Entity
<S> <C> <C>
Kenwood Wilsons, Inc. Ohio Corporation
Parmatown Wilsons, Inc. Ohio Corporation
Sandusky Mall Wilsons, Inc. Ohio Corporation
</TABLE>
III. Merger Agreement on File
The name and mailing address of the person or entity from whom/which
eligible persons may obtain a copy of the agreement of merger upon written
request:
Name Address
Douglas J. Treff 400 S. Highway 169
St. Louis Park, Minnesota 55426
IV. Effective Date of Merger
This merger is to be effective at the close of business on August 3, 1996.
V. Merger Authorized
The laws of the state or country under which each constituent entity
exists, permits this merger.
<PAGE>
This merger was adopted, approved and authorized by each of the constituent
entities in compliance with the laws of the state under which it is organized,
and the persons signing this certificate on behalf of each of the constituent
entities are duly authorized to do so.
VI. Statement of Merger
Upon filing, or upon such later date as specified herein, the merging
entity/entities listed herein shall merge into the listed surviving entity.
VII. Amendments
The articles of incorporation of the surviving domestic entity herein, are
amended as set forth in the attached "Exhibit A".
The undersigned constituent entities have caused this certificate of merger
to be signed by its duly authorized officers, partners and representatives on
the date (s) stated below.
CLERMONT COUNTY WILSONS, INC.
By: /s/ David L. Rogers By: /s/ Jonathan G. Halper
------------------------------ ------------------------------
Its: President Its: Secretary
------------------------------ ------------------------------
Date: July 19, 1996
KENWOOD WILSONS, INC.
By: /s/ David L. Rogers By: /s/ Jonathan G. Halper
------------------------------ -------------------------------
Its: President Its: Secretary
------------------------------ ------------------------------
Date: July 19, 1996
PARMATOWN WILSONS, INC.
By: /s/ David L. Rogers By: /s/ Jonathan G. Halper
------------------------------ -------------------------------
Its: President Its: Secretary
------------------------------ -------------------------------
Date: July 19, 1996
SANDUSKY MALL WILSONS, INC.
By: /s/ David L. Rogers By: /s/ Jonathan G. Halper
------------------------------ -------------------------------
Its: President Its: Secretary
------------------------------ -------------------------------
Date: July 19, 1996
<PAGE>
Exhibit A
CLERMONT COUNTY WILSONS, INC.
Amendment to Articles of Incorporation
As stated in the Agreement of Merger referred to in the Certificate of
Merger to which this Exhibit is attached, upon the effectiveness of the merger
therein provided for, Article First of the Articles of Incorporation of CLERMONT
COUNTY WILSONS, INC., an Ohio corporation and the corporation surviving said
merger, shall be deemed to be amended to read in its entirety as follows:
"FIRST. The name of said corporation shall be Wilsons Leather of Ohio
Inc."
<PAGE>
Exhibit 3.45
AMENDED AND RESTATED
REGULATIONS
OF
WILSONS LEATHER OF OHIO INC.
(an Ohio corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares
--------------------------------
shall be signed by the Chairman of the Board of Directors, if any, or the
President or a Vice-President and by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer of the Corporation, which shall certify the
number and class of shares represented thereby, and shall set forth the
statements prescribed by the Ohio General Corporation Law ( the "General
Corporation Law"). When any such certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although
any officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.
A certificate representing shares shall not be executed or delivered until
the share or shares represented thereby are fully paid.
The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with an
<PAGE>
incorporated transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes due thereon, if any.
3. RECORD DATE FOR SHAREHOLDERS. For any lawful purpose, including,
----------------------------
without limitation, the determination of the shareholders who are entitled to:
(1) receive notice of or to vote at a meeting of shareholders; (2) receive
payment of any dividend or distribution; (3) receive or exercise rights of
purchase of or subscription for, or exchange or conversion of, shares or other
securities, subject to contract rights with respect thereto; or (4) participate
in the execution of written consents, waivers, or releases, the Board of
Directors may fix a record date which shall not be a date earlier than the date
on which the record date is fixed and, in the cases provided for in clauses (1),
(2), and (3) above, shall not be more than sixty days, preceding the date of the
meeting of the shareholders, or the date fixed for the payment of any dividend
or distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of clause (1) above, shall
continue to be the record date for all adjournments of such meeting unless the
Board of Directors shall fix another date, and, in case a new record date is so
fixed, notice thereof and of the date to which the meeting shall have been
adjourned shall be given to the shareholders of record as of said date in
accordance with the same requirements as those applying to a meeting newly
called.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting for the election of directors, the
----
consideration of reports to be laid before the meeting, and for such other
purposes as shall be stated in the notice of the meeting, shall be held on a
date designated by the Board of Directors. A special meeting shall be held on
the date designated by the directors.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place within or without the State of Ohio as the Board of Directors shall fix.
c. CALL. Annual and special meetings may be called by the directors, by
----
the Chairman of the Board of Directors, if any, the President, a Vice-President
if the President is unable to act, the Secretary, by any officer instructed by
the directors to call the meeting, or by the holders of not less than fifty
percent of the shares.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice
-------------------------------------------------
stating the time, place and purposes of each meeting, shall be delivered not
less than seven nor more than sixty days before the date of the meeting, either
personally or by mail by or at the direction of the directors, the Chairman of
the Board of Directors, if any, the President, the Secretary or the officer or
persons calling the meeting, to each shareholder. If mailed, such notice shall
be addressed to the shareholder at his address as it appears on the records of
the Corporation, with postage prepaid. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law. Notice of
the time, place and purposes of any meeting of shareholders may be
<PAGE>
waived in writing, either before or after the holding of such meeting, by any
shareholder. The attendance of any shareholder at any such meeting without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice shall be deemed to be a waiver by him of notice of such meeting. Notice
of adjournment of a meeting need not be given if the time and place to which it
is adjourned are fixed and announced at such meeting.
e. ANNUAL FINANCIAL STATEMENT. At the annual meeting of shareholders, or
--------------------------
the meeting held in lieu thereof, the Corporation shall lay before the
shareholders the financial statement prescribed by the General Corporation Law.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present and acting, the Chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A person who is entitled to attend a
--------------------
shareholders' meeting, to vote thereat, or to execute consents, waivers, or
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers, and releases, and exercise any of his other rights, by proxy
or proxies appointed by a writing signed by such person. A telegram or
cablegram appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of a writing, appointing a proxy is a
sufficient writing. No appointment of a proxy shall be valid after the
expiration of eleven months after it is made unless the writing specifies the
date on which it is to expire or the length of time it is to continue in force.
Every proxy shall be revocable at the pleasure of the person executing it except
as otherwise provided by the General Corporation Law.
h. QUORUM. The holders of a majority of the outstanding shares shall
------
constitute a quorum at a meeting of shareholders for the transaction of any
business. The holders of a majority of the shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from time to time.
i. VOTING. Unless and until the articles of incorporation are amended as
------
permitted by the General Corporation Law, shareholders shall be entitled to
cumulate their votes in the election of directors upon compliance with the
provisions of the General Corporation Law. Except in the case of such
cumulative voting, each share shall entitle the holder thereof to one vote.
In the election of directors, the candidates receiving the greatest number
of votes at a meeting at which a quorum is present shall be elected.
<PAGE>
5. WRITTEN ACTION. Any action which may be authorized or taken at a
--------------
meeting of the shareholders may be authorized or taken without a meeting with
the affirmative vote or approval of, and in a writing or writings signed by, all
the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the Corporation.
ARTICLE II
----------
DIRECTORS
---------
1. FUNCTIONS; DEFINITION; AND COMPENSATION. The business and affairs of
---------------------------------------
the Corporation shall be managed by a Board of Directors.
The directors, by the affirmative vote of a majority of those in office,
and irrespective of any financial or personal interest of any of them, shall
have authority to establish reasonable compensation, which may include pension,
disability, and death benefits, for services to the Corporation by directors and
officers, or to delegate such authority to one or more officers or directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or a
-------------------------
resident of the State of Ohio. The number of directors shall not be less than
one nor more than nine. The number of directors may be fixed or changed from
time to time, within such minimum and maximum, by the shareholders or by the
Board of Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors.
3. ELECTION AND TERM. The initial Board of Directors shall consist of the
-----------------
person or persons elected at the first meeting of shareholders of the
Corporation and shall hold office until the first annual meeting of shareholders
and until his or their successors have been elected and qualified, or until his
or their earlier resignation, removal from office, or death. Thereafter,
directors who are elected at an annual meeting of shareholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified, or until his or
their earlier resignation, removal from office, or death. In the interim
between annual meetings of shareholders or of special meetings of shareholders
called for the election of directors, newly created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors which are not filled at the meeting of shareholders at
which any such removal has been effected, may be filled by the affirmative vote
of a majority of the remaining directors, though less than a majority of the
full Board of Directors.
<PAGE>
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Written notice of the time
---------------------------------------
and place of each meeting of directors shall be given to each director either by
personal delivery or by mail, telegram, or cablegram at least two days before
the meeting. Such notice may but need not specify the purposes of the meeting.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. Notice of the
time, place, and purposes of any meeting of directors may be waived in writing,
either before or after the holding of such meeting, by any director. Whenever
any notice of the time, place, and purposes of a meeting is required to be given
to any director, a waiver thereof in writing signed by any such director,
whether before or after the holding of such meeting, shall be equivalent to the
giving of such notice. The attendance of any director at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice of such meeting.
c. QUORUM AND ACTION. A majority of the full Board of Directors shall
-----------------
constitute a quorum. A majority of the directors present, whether or not a
quorum exists, may adjourn a meeting to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment, and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
The act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Meetings of the directors or of any committee thereof may be held through
any communications equipment if all the persons participating can hear each
other; and participation in a meeting through such communications equipment
shall constitute presence at any such meeting.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors, if
-----------------------
any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. All directors, or all the directors of a
--------------------
particular class, if any, or any individual director may be removed from office,
without assigning any cause, in accordance with the provisions of the General
Corporation Law.
<PAGE>
6. COMMITTEES. The Board of Directors may, in its discretion, by
----------
resolution, designate three or more directors to constitute an Executive
Committee or other committees, which shall have and may exercise such powers of
the Board of Directors in the management of the Corporation as shall be
conferred or authorized by the resolutions appointing them. Such committee or
committees shall act only during the intervals between meetings of the directors
and shall not have the power to fill vacancies among the directors or in any
such committee. A majority of such committee may determine its action and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide. Any such committee may act by a majority of its members at a
meeting or by a writing or writings signed by all of its members. The Board of
Directors shall have power at any time to fill vacancies in, to change the
membership of, or to discharge such committee.
7. WRITTEN ACTION. Any action which may be authorized or taken at a
--------------
meeting of directors or of any committee thereof may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by all of the directors, or by all of the members of the
committee in the case of a committee.
ARTICLE III
-----------
OFFICERS
--------
The Board of Directors, initially and as soon as may be after the election
thereof held in each year, shall elect a President, a Secretary, and a
Treasurer, and from time to time may elect a Chairman of the Board of Directors,
a Vice-Chairman of the Board of Directors, one or more Vice-Presidents, and such
Assistant Secretaries, Assistant Treasurers, and such other officers, agents,
and employees as it may deem proper. Any two or more offices may be held by the
same person, but no officer shall execute, acknowledge, or verify any instrument
in more than one capacity if such instrument is required by law or by the
articles of incorporation or these Regulations to be executed, acknowledged, or
verified by two or more officers. The Chairman of the Board of Directors, if
any, and the Vice-Chairman of the Board of Directors, if any, shall be elected
from among the directors. Unless the resolution electing an officer otherwise
provides, no other officer need be a director in order to qualify.
The term of office of all officers shall be one year and until their
respective successors are elected and qualify, unless the resolution electing
them shall specify a shorter or longer term, but any officer may be removed from
office, either with or without cause, at any time by the Board of Directors.
Officers shall have the powers and duties defined in the resolutions
appointing them.
<PAGE>
Any officer, or any agent elected or appointed by the Board of Directors,
may be removed, with or without cause, by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
<PAGE>
ARTICLE VIII
------------
CONTROL OVER REGULATIONS
------------------------
The Regulations of the Corporation shall be subject to alteration,
amendment or repeal, and new Regulations not inconsistent with any provision of
the articles of incorporation or the General Corporation Law may be made, either
by the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation, at any annual or special
meeting of the shareholders, or, without such meeting, by the written consent of
the holders of shares entitling them to exercise a majority of the voting power.
If the Regulations are altered, amended, or repealed, or new Regulations are
adopted, without a meeting of the shareholders, the Secretary of the Corporation
shall mail a copy of the alteration, amendment, or repeal of the new Regulations
to each shareholder who would have been entitled to vote thereon or consent
thereto, but who did not participate in such action.
<PAGE>
Exhibit 3.46
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF INCORPORATION
In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S.(S) 1204) the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies (certify) that:
1. The name of the corporation is: SOUTH HILLS WILSONS, INC.
2. The location and post office address of the initial registered office
of the corporation in this Commonwealth is: c/o United States Corporation
Company, 225 South 15th Street, Philadelphia, Pennsylvania 19102.
3. The corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the following purpose or purposes:
To do any lawful business, and to buy, sell and generally
deal in and with (at wholesale, retail or both) men's, women's
and children's clothing, shoes, jewelry, belts, pocketbooks, and
other accessories and wearing apparel of every kind and
description.
4. The term for which the corporation is to exist is: perpetual.
5. The aggregate number of shares which the corporation shall have
authority to issue is: One hundred (100) shares, all of which are without par
value.
6. The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):
NUMBER AND
NAME ADDRESS CLASS OF SHARES
John S. Hoenigmann 70 Pine Street 1 Common
New York, NY 10270
Leif A. Tonnessen 70 Pine Street 1 Common
New York, NY 10270
Ann Patalano 70 Pine Street 1 Common
New York, NY 10270
<PAGE>
IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed
these Articles of Incorporation this 30th day of June, 1982.
/s/ John S. Hoenigmann
------------------------------
John S. Hoenigmann
/s/ Leif A. Tonnessen
------------------------------
Leif A. Tonnessen
/s/ Ann Patalano
------------------------------
Ann Patalano
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE
DCSB: 15-1507/4144/5507/6144/8506 (Rev 90)
Indicate type of entity (check one):
XXXXX Domestic Business Corporation (15 Pa.C.S. ss1507)
- -------
_______ Foreign Business Corporation (15 Pa.C.S. ss4144)
_______ Domestic Nonprofit Corporation (15 Pa.C.S. ss5507)
_______ Foreign Nonprofit Corporation (15 Pa.C.S. ss6144)
_______ Domestic Limited Partnership (15 Pa.C.S. ss8506)
In compliance with the requirements of the applicable provisions of 15 Pa.
C.S. (relating to corporations and unincorporated associations) the undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:
1. The name of the corporation or limited partnership is:
SOUTH HILLS WILSONS, INC.
2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial registered
office provider and the county of venue is: (the Department is hereby
authorized to correct the following information to conform to the records of the
Department):
(a) c/o United States Corporation Company
225 S. 15th Street, Philadelphia, PA 19102 Philadelphia
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.
3. (Complete art (a) or (b)):
(a) The address to which the registered office of the corporation or
limited partnership in this Commonwealth is to be changed is:
_________________ ______________ _________ _______________
Number and Street City State Zip County
<PAGE>
(b) The registered office of the corporation or limited partnership shall
be provided by:
c/o: United States Corporation Company Dauphin
Name of Commercial Registered Office Provider County
For a corporation or limited partnership represented by a commercial registered
office provider, the county in (b) shall be deemed the county in which the
corporation or limited partnership is located for venue and official publication
purposes.
4. Such change was authorized by the Board of Directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership
has caused this statement to be signed by a duly authorized officer thereof this
18th of November, 1995.
SOUTH HILLS WILSONS, INC.
BY:/s/ Douglas J. Treff
----------------------------
TITLE:
<PAGE>
ARTICLES OF MERGER
OF
BEAVER VALLEY WILSONS, INC.
BERKSHIRE WILSONS, INC.
FRANKLIN MILLS BERMANS OUTLET, INC.
HARRISBURG WILSONS, INC.
KING OF PRUSSIA WILSONS, INC.
MONROEVILLE WILSONS, INC.
NESHAMINY WILSONS, INC.
PARK CITY WILSONS, INC.
PHILADELPHIA GALLERY WILSONS, INC.
PITTSBURGH AIRPORT WILSONS, INC.
ROSS PARK WILSONS, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF KING OF PRUSSIA, PA., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF WILLOW GROVE, PA., INC.
AND
YORK MALL WILSONS, INC.
WITH AND INTO
SOUTH HILLS WILSONS, INC.
(a) The Plan of Merger (the "Plan") to which these Articles of Merger
relate is attached hereto as Exhibit A.
(b) The name of the corporation surviving the merger provided for in the
Plan (the "Merger") is SOUTH HILLS WILSONS, INC., a Pennsylvania corporation
(the "Surviving Corporation"). The address of the registered office of the
Surviving Corporation is c/o United States Corporation Company. The registered
office of such commercial registered office provider shall be deemed for venue
and official publication purposes to be located in Philadelphia County.
(c) The names of the other corporations that are parties to the Merger are
BEAVER VALLEY WILSONS, INC., BERKSHIRE WILSONS, INC., FRANKLIN MILLS BERMANS
OUTLET, INC., HARRISBURG WILSONS, INC., KING OF PRUSSIA WILSONS, INC.,
MONROEVILLE WILSONS, INC., NESHAMINY WILSONS, INC., PARK CITY WILSONS, INC.,
PHILADELPHIA GALLERY WILSONS, INC., PITTSBURGH AIRPORT WILSONS, INC., ROSS PARK
WILSONS, INC., WILSONS/GEORGETOWN LEATHER DESIGN OF KING OF PRUSSIA, PA., INC.,
WILSONS/GEORGETOWN LEATHER DESIGN OF WILLOW GROVE, PA.,
<PAGE>
INC. and YORK MALL WILSONS, INC., all Pennsylvania corporations (the
"Terminating Corporations"). The address of the registered office of each of the
Terminating Corporations is c/o United States Corporation Company. The
registered office of such commercial registered office provider shall be deemed
for venue and official publication purposes to be located in Philadelphia
County.
(d) The Merger shall take effect at the close of business on August 3,
1996.
(e) The Plan was adopted by the unanimous written consent of the directors
and sole shareholder of each of the Terminating Corporations, and by the
unanimous written consent of the directors and sole shareholder of the Surviving
Corporation.
Executed on July 19, 1996
BEAVER VALLEY WILSONS, INC.
BERKSHIRE WILSONS, INC.
FRANKLIN MILLS BERMANS
OUTLET, INC.
HARRISBURG WILSONS, INC.
KING OF PRUSSIA WILSONS, INC.
MONROEVILLE WILSONS, INC.
NESHAMINY WILSONS, INC.
PARK CITY WILSONS, INC.
PHILADELPHIA GALLERY WILSONS, INC.
PITTSBURGH AIRPORT WILSONS, INC.
ROSS PARK WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF KING OF PRUSSIA, PA., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF WILLOW GROVE, PA., INC.
YORK MALL WILSONS, INC.
By:/s/ David L. Rogers
-----------------------------------------------
Name: David L. Rogers
Title: President of Each
<PAGE>
SOUTH HILLS WILSONS, INC.
By:/s/ David L. Rogers
-----------------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
PLAN OF MERGER
BEAVER VALLEY WILSONS, INC., BERKSHIRE WILSONS, INC., FRANKLIN MILLS
BERMANS OUTLET, INC., HARRISBURG WILSONS, INC., KING OF PRUSSIA WILSONS, INC.,
MONROEVILLE WILSONS, INC., NESHAMINY WILSONS, INC., PARK CITY WILSONS, INC.,
PHILADELPHIA GALLERY WILSONS, INC., PITTSBURGH AIRPORT WILSONS, INC., ROSS PARK
WILSONS, INC., WILSONS/GEORGETOWN LEATHER DESIGN OF KING OF PRUSSIA, PA., INC.,
WILSONS/GEORGETOWN LEATHER DESIGN OF WILLOW GROVE, PA., INC. and YORK MALL
WILSONS, INC., all Pennsylvania corporations (the "Terminating Corporations"),
and SOUTH HILLS WILSONS, INC., a Pennsylvania corporation ("South Hills"), shall
be merged into a single corporation pursuant to the Business Corporation Law of
1988 of the Commonwealth of Pennsylvania upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into South Hills (the
"Merger") shall be effective at the close of business on August 3, 1996, and
South Hills shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of South Hills shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of South
Hills, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the Commonwealth of Pennsylvania.
(4) The Articles of Incorporation and By-Laws of South Hills in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or South Hills, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the Commonwealth of Pennsylvania, except that,
upon the effectiveness of the Merger, Article 1 of said Articles of
Incorporation shall be deemed to be amended to read in its entirety as follows:
"1. The name of the corporation is Wilsons Leather of Pennsylvania
Inc."
<PAGE>
(5) The directors of South Hills immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
South Hills immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.47
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF PENNSYLVANIA INC.
(a Pennsylvania corporation)
__________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates representing shares shall set
------------------
forth thereon the statements prescribed by the Pennsylvania Business Corporation
Law (the "Business Corporation Law") and by any other applicable provision of
law, shall be executed, by facsimile or otherwise, by the President or a Vice-
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, or by any other officer or officers authorized to do so by
the Board of Directors.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the transfer books for shares of the Corporation by the record
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
time prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than ninety days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the Corporation after any record date
fixed as provided in this section. The Board of Directors may similarly fix a
record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date for the adjourned meeting.
<PAGE>
4. CERTIFICATION BY NOMINEE. The Board of Directors may adopt a
------------------------
procedure pursuant to the provisions of the Business Corporation Law whereby a
shareholder may certify in writing to the Corporation that all or a portion of
the shares registered in the name of the shareholder are held for the account of
a specified person or persons.
5. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed, from
----
time to time, by the directors, provided, that at least one meeting of the
shareholders shall be held in each calendar year for the election of directors.
A special meeting shall be held on the date fixed by the directors except when
the Business Corporation Law confers the right to fix the date upon a
shareholder or shareholders. An adjournment or adjournments of any duly
organized annual or special meeting may be taken, provided, that any meeting at
which directors are to be elected shall be adjourned only from day to day or for
such longer periods not exceeding fifteen days each as the shareholders who are
present and entitled to vote shall direct, until the directors have been
elected.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the Commonwealth of Pennsylvania, as the directors may,
from time to time, fix.
c. CALL. The annual meeting may be called by the directors or the
----
President or by any officer instructed by the directors or the President to call
the meeting. A special meeting may be called by the directors or the President
or by any officer instructed by the directors or the President to call the
meeting or by the shareholders whenever the Business Corporation Law confers
such right upon them.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice
-------------------------------------------------
of every meeting of the shareholders shall be given by, or at the direction of,
the Secretary or other authorized person and shall state the place, day and hour
of the meeting and any other information required by any provision of the
Business Corporation Law. The notice of a special meeting shall state the
general nature of the business to be transacted. In all cases, the notice shall
comply with the express requirements of the Business Corporation Law. Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business Corporation
Law or the articles of incorporation or these Bylaws, the shareholders' meeting
considering the resolution may without further notice adopt it with such
clarifying or other amendments as do not enlarge its original purpose. Written
notice of any meeting shall be given to a shareholder at least five days before
the date of the meeting, unless any provision of the Business Corporation Law
shall prescribe a greater elapsed period of time. If a meeting is adjourned it
shall not be necessary to give any notice of the adjourned meeting or of the
business to be transacted at an adjourned meeting, other than by announcement at
the meeting at which such adjournment is taken, unless the Board of Directors
fixes a new record date for the adjourned meeting or the Business Corporation
Law requires notice of the business to be transacted and such notice has not
been previously given. Whenever any written notice is required to be given to
any shareholder or shareholders under the Business
2
<PAGE>
Corporation Law or the articles of incorporation or these Bylaws, a waiver
thereof in writing, signed by the shareholder or shareholders, whether before or
after the time stated therein, shall be deemed equivalent to the giving of the
notice. Neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting. The attendance of a
shareholder at a meeting shall constitute a waiver of notice by him except where
he attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.
e. VOTING LISTS. The officer or agent having charge of the transfer
------------
books for shares of the Corporation shall make, before each meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of and the number of
shares held by each. The list shall be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof, except as
otherwise provided by the Business Corporation Law. The original share register
or transfer book, or a duplicate thereof kept in the Commonwealth of
Pennsylvania, shall be prima facie evidence as to who are the shareholders
entitled to examine the list or share register or transfer book or to vote at
any meeting of shareholders.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every shareholder entitled to vote at a
--------------------
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person to act for him by proxy.
The presence of, or vote or other action at a meeting of shareholders, or the
expression of consent or dissent to corporate action in writing, by a proxy of a
shareholder shall constitute the presence of, or vote or action by, or written
consent or dissent of the shareholder for the purposes of this section. Where
two or more proxies of a shareholder are present, the Corporation shall, unless
otherwise expressly provided in the proxy, accept as the vote of all shares
represented thereby the vote cast by a majority of them and, if a majority of
the proxies cannot agree whether the shares represented shall be voted or upon
the manner of voting the shares, the voting of the shares shall be divided
equally among those persons. Except as may otherwise be permitted by the
Business Corporation Law, every proxy shall be executed in writing by the
shareholder or by his duly authorized attorney-in-fact and filed with the
Secretary of the Corporation. A proxy, unless coupled with an interest, shall
be revocable at will, notwithstanding any other agreement or any provision in
the proxy to the contrary, but the revocation of a proxy shall not be effective
until written notice thereof has been given to the Secretary of the Corporation.
An unrevoked proxy shall not be valid after three years from the date
3
<PAGE>
of execution unless a longer time is expressly provided therein. A proxy shall
not be revoked by the death or incapacity of the maker unless, before the vote
is counted or the authority is exercised, written notice of the death or
incapacity is given to the Secretary of the Corporation. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the share itself or an interest in the Corporation generally.
h. JUDGES OF ELECTION. In advance of any meeting of shareholders,
------------------
the Board of Directors may appoint judges of election, who need not be
shareholders, to act at the meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of the meeting may, and on
the request of any shareholder shall, appoint judges of election at the meeting.
The number of judges shall be one or three. A person who is a candidate for
office to be filled at the meeting shall not act as a judge.
In case any person appointed as a judge fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the convening of the meeting or at the meeting by the
presiding officer thereof. The judges of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies, receive votes or ballots, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes, determine the result and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders. The judges of
election shall perform their duties impartially, in good faith, to the best of
their ability and as expeditiously as is practical. If there are three judges of
election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of all.
On request of the presiding officer of the meeting, or of any
shareholder, the judges shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.
i. QUORUM. A shareholders' meeting duly called shall not be
------
organized for the transaction of business unless a quorum is present. The
presence at a duly organized meeting of the shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast on a
particular matter shall constitute a quorum for the purpose of considering the
matter. The shareholders so present can continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
j. VOTING. Except in elections for directors, and except as the
------
Business Corporation Law shall otherwise provide, whenever any corporate action
is to be taken by vote of the shareholders, it shall be authorized upon
receiving the affirmative vote of a majority of the votes cast by all the
shareholders entitled to vote thereon and, if any shareholders are entitled to
vote as a class, upon receiving the affirmative vote of a majority of the votes
cast by the
4
<PAGE>
shareholders entitled to vote as a class. In each election for directors, the
candidates receiving the highest number of votes shall be elected.
6. . TELEPHONE PARTICIPATION. One or more shareholders may
-----------------------
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment by means of which all shareholders
participating in the meeting can hear each other.
7. INFORMAL ACTION. Any action required or permitted to be taken at
---------------
a meeting of the shareholders or of a class of shareholders may be taken without
a meeting upon the written consent of shareholders who would have been entitled
to cast the minimum number of votes that would be necessary to authorize the
action at a meeting at which all shareholders entitled to vote thereon were
present and voting. The consents shall be filed with the Secretary of the
Corporation. Action taken by less than all of the shareholders entitled to vote
thereon, or less than all of a class of shareholders entitled to vote thereon,
shall not become effective until after at least ten days' written notice of the
action has been given to each shareholder entitled to vote thereon who has not
consented thereto.
8. FINANCIAL STATEMENTS. The Board of Directors shall furnish the
--------------------
shareholders with the financial statements specified in the Business Corporation
Law.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY. Unless otherwise provided by statute, all
-------------------
powers enumerated in the Business Corporation Law or otherwise vested by law in
a business Corporation shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of,
a Board of Directors. The Board of Directors shall have the authority to fix
the compensation of directors for their services and a director may be a
salaried officer of the Corporation.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
-------------------------
person of full age and need not be a shareholder or a resident of the
Commonwealth of Pennsylvania. The number of directors shall not be less than
one nor more than nine. The number of directors may be fixed or changed from
time to time, within such minimum and maximum, by the shareholders or by the
Board of Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of
-----------------
the directors selected by the incorporator. Each initial director shall hold
office until the first annual meeting of shareholders and until his successor
has been selected and qualified or until his earlier
5
<PAGE>
death, resignation or removal. Thereafter, each director who is selected at an
annual meeting of shareholders, and each director who is selected in the interim
to fill vacancies and newly created directorships, shall hold office until the
next annual meeting of shareholders and until his successor has been elected and
qualified or until his earlier death, resignation or removal. A decrease in the
number of directors shall not have the effect of shortening the term of any
incumbent director.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Law.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to
be transacted at, or the purpose of, the meeting. Any requirement of furnishing
a written notice shall be waived by any director who signs a waiver of notice in
writing before or after the time stated therein, or who attends the meeting
except for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting was not lawfully called or
convened.
c. QUORUM AND ACTION. A majority of the directors in office shall be
-----------------
necessary to constitute a quorum for the transaction of business. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place. Except as herein otherwise provided, and except as
may be otherwise provided by the Business Corporation Law, acts of a majority of
the directors present and voting at a meeting at which a quorum is present shall
be the acts of the Board of Directors. When a meeting is adjourned, it shall
not be necessary to give any notice of the adjourned meeting or of the business
to be transacted at an adjourned meeting, other than by announcement at the
meeting at which such adjournment is taken.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
6
<PAGE>
5. REMOVAL OF DIRECTORS BY SHAREHOLDERS. The entire Board of
------------------------------------
Directors or any individual director may be removed from office in accordance
with the provisions of the Business Corporation Law. In case the entire Board
of Directors or any one or more directors be so removed, new directors may be
elected at the same meetings.
6. COMMITTEES. The Board of Directors may, by resolution adopted by
----------
a majority of the directors in office, establish one or more committees, each
committee to consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in such resolution, shall have and may
exercise all of the powers and authority of the Board of Directors, except that
a committee shall not have any power or authority as to any matter in respect of
which the Business Corporation Law prohibits the delegation of power or
authority to a committee.
7. INFORMAL ACTION. Any action required or permitted to be taken at
---------------
a meeting of the Board of Directors may be taken without a meeting if, prior to
or subsequent to the action, a consent or consents thereto by all of the
directors in office is filed with the Secretary of the Corporation.
8. TELEPHONE PARTICIPATION. One or more directors may participate in
-----------------------
a meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, a Secretary, and a Treasurer,
and may have such other officers and assistant officers as the Board of
Directors shall authorize from time to time. The President and the Secretary
shall be natural persons of full age. The Treasurer may be a Corporation, but,
if a natural person, shall be of full age. The Board of Directors shall elect
and fix the compensation of all officers and assistant officers. Unless the
Board of Directors shall otherwise require, it shall not be necessary for any of
the officers of the Corporation to be directors. Any number of offices may be
held by the same person. The Board of Directors may secure the fidelity of any
or all of the officers by bond or otherwise.
The Board of Directors, as soon as may be after its election in each
year, shall elect or appoint a President, a Secretary, and a Treasurer, and from
time to time may appoint one or more Vice Presidents and such Assistant
Secretaries, Assistant Treasurers, and such other officers, agents, and
employees as it may deem proper. The term of office of all officers shall be
one year and until their respective successors are elected and qualify or until
their earlier death, resignation, or removal.
7
<PAGE>
All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
may be determined by or pursuant to resolutions or orders of the Board of
Directors.
Any officer or agent may be removed by the Board of Directors with or
without cause. The Board of Directors may fill any vacancy resulting from
removal or otherwise.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
8
<PAGE>
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
After the adoption of the initial Bylaws by the incorporator, and
except as otherwise required by the provisions of the Business Corporation Law,
the authority to adopt, amend and repeal the Bylaws is expressly vested in the
Board of Directors, subject to the power of the shareholders to change such
action.
9
<PAGE>
Exhibit 3.48
State of Rhode Island and Providence Plantations
BUSINESS CORPORATION
_____________________
ORIGINAL ARTICLES OF INCORPORATION
_____________________
The undersigned acting as incorporator(s) of a corporation under Chapter 7-
1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:
FIRST: The name of the corporation is MIDLAND MALL WILSONS HOUSE OF SUEDE,
INC.
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes for which the corporation is organized are:
To do any lawful business and to buy, sell and generally deal in and
with (at wholesale, retail or both) men's, women's and children's clothing,
shoes, jewelry, belts, pocketbooks, and other accessories and wearing
apparel of every kind and description.
The corporation shall have power (See (S) 7-1.1-4 of the General Laws,
1956, as amended.)
(a) To have perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.
(b) To sue and be sued, complain and defend, in its corporate name.
(c) To have a corporate seal which may be altered at pleasure, and to use
the same by causing it, or a facsimile thereof, to be impressed or affixed or in
any other manner reproduced.
(d) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in and with, real or personal property, or any
interest therein, whenever situated.
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer and
otherwise dispose of all or any part of its property and assets.
(f) To lend money and to use its credit to assist its employees.
(g) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of,
and otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign corporations, associations,
partnerships or individuals, or direct or indirect obligations of the United
States or of any other government, state, territory, governmental district or
municipality or of any instrumentality thereof.
(h) To make contracts and guarantees and incur liabilities, borrow money
at such rates of interest as the corporation may determine, issue its notes,
bonds, and other obligations, and secure any of its obligations by mortgage or
pledge of all or any of its property, franchises, and income.
<PAGE>
(i) To lend money for its corporate purposes, invest and reinvest its funds,
and take and hold real and personal property as security for the payment of
funds so loaned or invested.
(j) To conduct its business, carry on its operations, and have offices and
exercise the powers granted by this chapter, within or without this state .
(k) To elect or appoint officers and agents of the corporation, and define
their duties and fix their compensation.
(l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this state, for the administration and
regulation of the affairs of the corporation.
(m) To make donations for the public welfare or for charitable, scientific
or educational purposes.
(n) To transact any lawful business which the board of directors shall find
will be in aid of governmental authority.
(o) To pay pensions and establish pension plans, pension trusts, profit-
sharing plans, stock bonus plans, stock option plans and other incentive plans
for any or all of its directors, officers and employees.
(p) To provide insurance for its benefit on the life of any of its
directors, officers, or employees, or on the life of any stockholder for the
purpose of acquiring at his death shares of its stock owned by such stockholder.
(q) To be a promoter, partner, member, associate, or manager of any
partnership, enterprise or venture.
(r) To have and exercise all powers necessary or convenience to effect its
purposes.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is: 100 shares, all of which are without par value.
FIFTH: Provisions (if any) dealing with the preemptive right of
shareholders pursuant to (S) 7-1.1-24 of the General Laws, 1956, as amended:
NONE
SIXTH: Provisions (if any) for the regulation of the internal affairs of
the corporation: NONE
SEVENTH: The address of the initial registered office of the corporation is
Suite 3A, 101 Dyer Street, Providence 02903 and the name of its initial
registered agent at such address is: United States Corporation Company.
<PAGE>
EIGHTH: The number of directors constituting the initial board of
directors of the corporation is five (5) and the names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:
Name Address
Joel Waller 11840 Olympic Blvd.
Los Angeles, Ca. 90062
Richard L. Anderson 3000 Westchester Ave.
Harrison, NY 10528
Richard T. O'Connell, Jr. 3000 Westchester Ave.
Harrison, NY 10528
Arthur V. Richards 3000 Westchester Ave.
Harrison, NY 10528
William C. Kingsford 3000 Westchester Ave.
Harrison, NY 10528
NINTH: The name and address of each incorporator is:
Name Address
John S. Hoenigmann 70 Pine Street
New York, N.Y. 10270
Leif A. Tonnessen 70 Pine Street
New York, N.Y. 10270
Paul Allersmeyer 70 Pine Street
New York, N.Y. 10270
TENTH: Date when corporate existence to begin (not more than 30 days after
filing of these articles of incorporation): upon incorporation, November 29,
1983.
Dated: November 22, 1983
/s/ John S. Hoenigmann
-------------------------------------------------
John S. Hoenigmann
/s/ Leif A. Tonnessen
-------------------------------------------------
Leif A. Tonnessen
/s/ Paul Allersmeyer
-------------------------------------------------
Paul Allersmeyer
<PAGE>
STATE OF NEW YORK ) In the City) of New York
COUNTY OF NEW YORK )
in said county this 22nd day of November, A.D. 1983 then personally appeared
before me John S. Hoenigmann, Leif A. Tonnessen and Paul Allersmeyer each and
all known to me and known by me to be the parties executing the foregoing
instrument, and they severally acknowledged said instrument by them subscribed
to be their free act and deed.
/s/ Ann Patalano
-------------------------------------------------
Notary Public
<PAGE>
ARTICLES OF MERGER
OF DOMESTIC CORPORATIONS
INTO
MIDLAND MALL WILSONS HOUSE OF SUEDE, INC.
Pursuant to the provisions of Chapter 7-1.1 of the General Laws, 1956, as
amended, the undersigned corporations adopt the following Articles of Merger for
the purpose of merging them into one of such corporations:
FIRST: The following Plan of Merger was approved by the shareholders of
each of the undersigned corporations in the manner prescribed by Chapter 7-1.1:
The Plan of Merger is attached hereto as Exhibit A and incorporated herein.
SECOND: As to each of the undersigned corporations, (except one whose
shareholders are not required to approve the agreement under (S) 7-1.1-67, in
which event that fact shall be set forth), the number of shares outstanding, and
the designation and number of outstanding shares of each class entitled to vote
as a class on such Plan, are as follows:
<TABLE>
<CAPTION>
Number of Entitled to Vote as a Class
----------------------------------
Shares Designation Number of
Name of Corporation Outstanding of Class Shares
---------------------- ------------- -------------- ---------------
<S> <C> <C> <C>
Rhode Island-Warwick Wilsons 100
House of Suede, Inc. Each of the undersigned corporations
Snyder Leather of Warwick, 100 has only one class of capital
RI., Inc. stock outstanding.
Midland Mall Wilsons House 100
of Suede, Inc.
</TABLE>
THIRD: As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, and as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such Plan, respectively, are as follows:
<TABLE>
<CAPTION>
Number of Shares
---------------------------------------------------
Total Total Entitled to Vote as a Class
------------------------------
Voted Voted Voted Voted
Name of Corporation For Against Class For Against
------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Rhode Island-Warwick Wilsons 100 0
House of Suede, Inc. Each of the undersigned
Snyder Leather of 100 0 corporations has only one
Warwick, RI., Inc. class of capital stock
Midland Mall Wilsons 100 0 outstanding.
House of Suede, Inc.
</TABLE>
FOURTH: Time merger to become effective ((S) 7-1.1-69): The close of
business on August 17, 1996.
<PAGE>
Dated: July 19, 1996
RHODE ISLAND-WARWICK WILSONS HOUSE
OF SUEDE, INC.
SNYDER LEATHER OF WARWICK, RI., INC.
By /s/ David L. Rogers
---------------------------------
Their President
And /s/ Jonathan G. Halper
--------------------------------
Their Secretary
MIDLAND MALL WILSONS HOUSE OF
SUEDE, INC.
By /s/ David L. Rogers
---------------------------------
Its President
And /s/ Jonathan G. Halper
--------------------------------
Its Secretary
STATE OF MINNESOTA )
) SC.
COUNTY OF HENNEPIN )
At St. Louis Park in said County on the 19th day of July, 1996, before me
personally appeared David L. Rogers, who being by me first duly sworn, declared
that he is the President of each of Rhode Island-Warwick Wilsons House of Suede,
Inc. and Snyder Leather of Warwick, RI., Inc. that he signed the foregoing
document as such President of the corporations, and that the statements therein
contained are true.
/s/ Amy M. Greene
------------------------------------
Notary Public
(NOTARIAL SEAL)
STATE OF MINNESOTA )
) SC.
COUNTY OF HENNEPIN )
At St. Louis Park in said County on the 19th day of July, 1996, before me
personally appeared David L. Rogers, who being by me first duly sworn, declared
that he is the President of Midland Mall Wilsons House of Suede, Inc., that he
signed the foregoing document as such President of the corporation, and that the
statements therein contained are true.
/s/ Amy M. Greene
------------------------------------
Notary Public
<PAGE>
EXHIBIT A
PLAN OF MERGER
RHODE ISLAND-WARWICK WILSONS HOUSE OF SUEDE, INC. and SNYDER LEATHER OF
WARWICK, RI., INC., all Rhode Island corporations (the "Terminating
Corporations"), and MIDLAND MALL WILSONS HOUSE OF SUEDE, INC., a Rhode Island
corporation ("Midland Mall"), shall merge into a single corporation pursuant to
the Rhode Island Business Corporation Act upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into Midland Mall (the
"Merger") shall be effective at the close of business on August 17, 1996, and
Midland Mall shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Midland Mall shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Midland
Mall, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Rhode Island.
(4) The Articles of Incorporation and By-Laws of Midland Mall in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Midland Mall, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Rhode Island, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST. The name of the corporation is Wilsons Leather of Rhode Island
Inc."
(5) The directors of Midland Mall immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the
<PAGE>
respective terms of such directors for which they were elected and until their
respective successors are elected and have qualified or as otherwise provided in
the By-Laws of the Surviving Corporation. The officers of Midland Mall
immediately prior to the effectiveness of the Merger shall be the officers of
the Surviving Corporation until their respective successors are chosen and have
qualified or as otherwise provided in the By-Laws of the Surviving Corporation.
<PAGE>
Exhibit 3.49
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF RHODE ISLAND INC.
(a Rhode Island corporation)
__________
ARTICLE I
---------
SHAREHOLDERS
------------
1. CERTIFICATES REPRESENTING SHARES. Certificates representing
--------------------------------
shares shall set forth thereon the statements prescribed by the Rhode Island
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed by the Chairman or a Vice-Chairman
of the Board of Directors, if any, or by the President or a Vice-President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any
or all of the signatures on any such share certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a share certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of its issue.
A certificate representing shares shall not be issued until the share
or shares represented thereby are fully paid.
The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
---------------
transferability of shares, if any, transfers of shares of the corporation shall
be made only on the stock transfer book of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or
<PAGE>
with a transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes due thereon.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for
a stated period, not less than ten days and not more than sixty days. In lieu
of closing the stock transfer books, the Board of Directors, may fix in advance
a date as the record date for any such determination of shareholders, such date
in any case to be not more than sixty days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the 1st day of June in
----
each year or, if such day is a legal holiday, on the following business day. A
special meeting shall be held on the date designated by the directors.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place within or without the State of Rhode Island as the Board of Directors
shall fix.
c. CALL. Annual meetings may be called by the directors, by the
----
Chairman of the Board of Directors, if any, the President, the Secretary, or by
any officer instructed by the directors to call the meeting. Special meetings
may be called in like manner or by the holders of not less than one-tenth of all
shares.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Except as may
-------------------------------------------------
be otherwise provided by the Business Corporation Act, written notice stating
the place, day and hour of each meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting, to each shareholder. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage prepaid. The notice of any annual or
special meeting shall also include, or be accompanied by, any additional
statements, information, or documents prescribed by the Business Corporation
Act. Whenever any notice is required to be given to any shareholder, a waiver
thereof in writing signed by any such shareholder, whether before or after the
time stated therein, shall be equivalent to the giving of such notice.
Attendance of a shareholder at a meeting shall constitute a waiver of notice of
such meeting, except when such shareholder attends the meeting for the express
purpose of
2
<PAGE>
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any meeting of shareholders need be specified in any written waiver of
notice.
e. VOTING LIST. A list of shareholders as of the record date,
-----------
certified by the Secretary or any other corporate officer responsible for its
preparation or by a transfer agent, if any, shall be made available to the
inspectors of election, or person presiding thereat, at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. The
persons who appear from such list to be shareholders entitled to vote thereat
may vote at such meeting. If the right to vote at any meeting is challenged,
the inspectors of election, or the person presiding thereat, shall rely on such
list to determine the right of the person challenged to vote.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the Chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Any shareholder who is entitled to vote at
--------------------
a meeting of shareholders or to express consent without a meeting may authorize
another person or persons to act for him by proxy, executed in writing by such
shareholder or his duly authorized attorney-in-fact. No proxy shall be valid
after the expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
person executing it, except as otherwise provided by the Business Corporation
Act.
h. QUORUM. A majority of the outstanding shares shall constitute a
------
quorum at a meeting of shareholders for the transaction of any business. The
holders of a majority of the shares represented at a meeting, whether or not a
quorum is present, may adjourn such meeting from time to time.
i. VOTING. Each share shall entitle the holder thereof to one vote.
------
The affirmative vote of the majority of the shares represented at the meeting, a
quorum being present, shall be the act of the shareholders, unless the vote of a
greater number is required by the Business Corporation Act.
5. SHAREHOLDER ACTION WITHOUT MEETINGS. Any action required or
-----------------------------------
permitted to be taken at a meeting of shareholders may be taken without a
meeting if all the shareholders consent thereto in writing.
3
<PAGE>
Except for those actions excluded by the provisions of the Business
Corporation Act, any action required or permitted to be taken at a meeting of
shareholders may be taken without a meeting upon the written consent of less
than all the shareholders entitled to vote thereon if the shareholders who so
consent would be entitled to cast at least the minimum number of votes which
would be required to take such action at a meeting at which all shareholders
entitled to vote thereon were present and action pursuant to this section is
authorized by the articles of incorporation. In the event of such written
action, prompt notice of such action shall be given to all shareholders who
would have been entitled to vote upon the action if such meeting were held.
The written consents of the shareholders shall be filed with the
minutes of proceedings of shareholders.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS AND DEFINITIONS . The business and affairs of the
-------------------------
corporation shall be managed by a Board of Directors. The use of the phrase
full Board of Directors in these Bylaws refers to the total number of directors
fixed in these Bylaws or by action of the shareholders. The Board of Directors
shall have authority to fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
or a resident of the State of Rhode Island. The number of directors shall not be
less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. ELECTION AND TERM. The initial Board of Directors shall hold
-----------------
office until the first annual meeting of shareholders and until his or their
successors have been elected and qualified, or until his or their earlier
resignation, removal from office or death. Thereafter, directors who are
elected at an annual meeting of shareholders, and directors who are elected in
the interim to fill vacancies and newly created directorships, shall hold office
until the next annual meeting of shareholders and until their successors have
been elected and qualified. In the interim between annual meetings of
shareholders or of special meetings of shareholders called for the election of
directors, newly created directorships and any vacancies in the Board of
Directors, including vacancies resulting from the removal of directors for cause
or without cause which are not filled at the meeting of shareholders at which
any such removal has been effected, may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors exists.
4
<PAGE>
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and a place have been fixed.
Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director either by personal delivery or by
mail, telegram, or cablegram in sufficient time for the assembly of the
directors thereat. Whenever any notice is required to be given to any director,
a waiver thereof in writing signed by any such director, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of any director at a meeting shall constitute a waiver of notice of
such meeting except where he attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
c. QUORUM AND ACTION. A majority of the full Board of Directors
-----------------
shall constitute a quorum. A majority of the directors present, whether or not
a quorum exists, may adjourn a meeting to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment, and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
Except as these Bylaws otherwise provide, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
d. CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors,
-----------------------
if any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board of
Directors, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed,
--------------------
with or without cause, by the shareholders. Any one or more of the directors
may be removed for cause by the Board of Directors. The provisions of this
paragraph are subject to the requirements set forth in the Business Corporation
Act.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
----------
majority of the full Board of Directors, may designate from among its members an
Executive Committee and one or more other committees, each of which, to the
extent provided in such resolution, shall
5
<PAGE>
have and may exercise all the authority of the Board of Directors with the
exception of any authority the delegation of which is prohibited by the Business
Corporation Act. Any such committee shall act by a majority of its members.
Neither the business to be transacted at, nor the purpose of, any meeting of the
members of any committee need be specified in any written waiver of notice.
7. INFORMAL ACTION. Any action required to be taken at a meeting of
---------------
the directors of the corporation, or any action which may be taken at a meeting
of the directors or of a committee, if any, may be taken without a meeting if a
consent in writing setting forth the action so taken, shall be signed by all of
the directors, or all the members of the committee, if any, as the case may be.
8. TELEPHONE PARTICIPATION. Subject to the provisions required or
-----------------------
permitted by the Business Corporation Act for notice of meetings, directors may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at such meeting.
ARTICLE III
-----------
OFFICERS
--------
The directors shall elect a President, a Secretary, and a Treasurer
and may elect or appoint a Chairman of the Board of Directors, one or more Vice-
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers and agents as they may determine. Any two or more
offices may be held by the same person.
Officers shall have the powers and duties defined in the
resolutions appointing them.
Any officer, or any agent elected or appointed by the Board of
Directors, may be removed by the Board of Directors whenever, in its judgment,
the best interests of the corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
6
<PAGE>
ARTICLE V
---------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to shareholders.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
After the initial Bylaws of the corporation shall have been adopted by
the initial Board of Directors of the corporation, the Bylaws may be amended by
the directors; provided that any amendment to the Bylaws by the directors may be
changed by the shareholders.
7
<PAGE>
EXHIBIT 3.50
CHARTER
-------
OF
WILSONS/GEORGETOWN LEATHER DESIGN OF NASHVILLE, TN., INC.
------- ---------- ------- ------ -- ---------- ---- ----
The undersigned, an individual, does hereby act as incorporator in adopting
the following Charter for the purpose of organizing a corporation for profit,
pursuant to the provisions of the Tennessee Business Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is WILSONS/GEORGETOWN LEATHER DESIGN OF NASHVILLE, TN., INC.
SECOND: The maximum number of shares which the corporation is authorized
------
to issue is one hundred, all of which are without par value, and all of which
are of one class and are designated as Common shares.
THIRD: The street address and zip code of the initial registered office of
-----
the corporation in the State of Tennessee is 500 Tallan Building, Two Union
Square, Chattanooga, County of Hamilton, Tennessee 37402-2571.
The name of the initial registered agent of the corporation at the said
registered office is United States Corporation Company.
FOURTH: The name and the address and zip code of the incorporator are:
------
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The street address and zip code of the initial principal office of
-----
the corporation are One Theall Road, Rye, New York 10580.
SIXTH: The corporation is for profit.
-----
SEVENTH: The purposes for which the corporation is organized, which shall
-------
include the authority of the corporation to engage in any lawful business, are
as follows:
To buy, sell and generally deal in and with (at wholesale, retail
or both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
<PAGE>
To have all of the general powers granted to corporations
organized under the Tennessee Business Corporation Act whether granted by
specific statutory authority or by construction of law.
EIGHTH: The corporation shall, to the fullest extent permitted by the
------
provisions of the Tennessee Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
NINTH: The personal liability of the directors of the corporation is
-----
eliminated to the fullest extent permitted by the provisions of the Tennessee
Business Corporation Act, as the same may be amended and supplemented.
TENTH: The duration of the corporation shall be perpetual.
-----
Signed on May 19, 1993.
/s/ Athena Amaxas
---------------------------------------
Athena Amaxas, Incorporator
<PAGE>
ARTICLES OF MERGER
OF
BELLEVUE BERMANS INC.
HAMILTON PLACE WILSONS, INC.
AND
HICKORY RIDGE BERMANS, INC.
WITH AND INTO
WILSONS/GEORGETOWN LEATHER DESIGN OF NASHVILLE, TN., INC.
To the Secretary of State
State of Tennessee
Pursuant to the provisions of the Tennessee Business Corporation Act,
the domestic business corporations herein named do hereby submit the following
Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging BELLEVUE BERMANS INC., HAMILTON PLACE WILSONS,
INC. and HICKORY RIDGE BERMANS, INC., all Tennessee corporations (the
"Terminating Corporations"), with and into WILSONS/GEORGETOWN LEATHER DESIGN OF
NASHVILLE, TN., INC., a Tennessee corporation ("Wilsons/Georgetown"), as
approved by resolution duly adopted by the Board of Directors of each of the
Terminating Corporations and by resolution duly adopted by the Board of
Directors of Wilsons/Georgetown.
2. Approval of the Plan by the sole shareholder of each of the
Terminating Corporations was required by Chapter 21 of the Tennessee Business
Corporation Act. The sole shareholder of each of the Terminating Corporations
duly approved and adopted the Plan pursuant to written consent without a meeting
signed by it on July 19, 1996 in accordance with the provisions of Section 48-
17-104 of the Tennessee Business Corporation Act.
3. Approval of the Plan by the sole shareholder of Wilsons/Georgetown
was required by Chapter 21 of the Tennessee Business Corporation Act. The sole
shareholder of Wilsons/Georgetown duly approved and adopted the Plan pursuant to
written consent without a meeting signed by it on July 19, 1996 in accordance
with the provisions of Section 48-17-104 of the Tennessee Business Corporation
Act.
<PAGE>
4. Wilsons/Georgetown will continue its existence as the surviving
corporation following the merger herein provided for under the name "Wilsons
Leather of Tennessee Inc." pursuant to the provisions of the laws of the State
of Tennessee.
5. The effective time and date of these Articles of Merger and the
merger herein provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
BELLEVUE BERMANS INC.
HAMILTON PLACE WILSONS, INC.
HICKORY RIDGE BERMANS, INC.
By: /s/ David L. Rogers
--------------------------------------------
Name: David L. Rogers
Capacity: President of Each
WILSONS/GEORGETOWN LEATHER
DESIGN OF NASHVILLE, TN., INC.
By: /s/ David L. Rogers
---------------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
PLAN OF MERGER
BELLEVUE BERMANS INC., HAMILTON PLACE WILSONS, INC. and HICKORY RIDGE
BERMANS, INC., all Tennessee corporations (the "Terminating Corporations"), and
WILSONS/GEORGETOWN LEATHER DESIGN OF NASHVILLE, TN., INC., a Tennessee
corporation ("Wilsons/Georgetown"), shall merge into a single corporation
pursuant to the Tennessee Business Corporation Act upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into Wilsons/Georgetown
(the "Merger") shall be effective at the close of business on August 3, 1996,
and Wilsons/Georgetown shall be the surviving corporation following the Merger
(the "Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Wilsons/Georgetown shall remain outstanding as capital stock of the
Surviving Corporation and shall not be converted or exchanged or in any way
modified as a result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporations shall cease, and the corporate existence of
Wilsons/Georgetown, as the Surviving Corporation, shall continue under, and
shall be governed by, the laws of the State of Tennessee.
(4) The Charter and By-Laws of Wilsons/Georgetown in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Wilsons/Georgetown, shall continue as, and shall be deemed to
be, the Charter and By-Laws of the Surviving Corporation until amended in
accordance with the laws of the State of Tennessee, except that, upon the
effectiveness of the Merger, Article First of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"FIRST: The corporate name for the corporation (hereinafter called
-----
the "corporation") is Wilsons Leather of Tennessee Inc."
(5) The directors of Wilsons/Georgetown immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of Wilsons/Georgetown immediately prior to the
effectiveness of the Merger shall be the officers of the Surviving Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation.
<PAGE>
Exhibit 3.51
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF TENNESSEE INC.
(a Tennessee corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the Tennessee
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by two officers designated by the Board of Directors, and may bear the corporate
seal or its facsimile. If a person who signed, either manually or in facsimile,
a share certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the charter, these
Bylaws, or any written agreement in respect thereof, transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, or with a
transfer agent or a registrar and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon, if any. Except as may be otherwise provided by law or these Bylaws, the
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the Corporation, shall
be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
record date, with respect to any distribution. The Board of Directors may also
fix a record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action,
<PAGE>
provided, that a record date fixed under this sentence may not be more than
seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than four months after the date fixed for
the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from time
----
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Tennessee as the directors shall from time to
time fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, if any, the President, or the Secretary or
by any officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The Corporation
-------------------------------------------------
shall notify shareholders of the date, time and place of each annual and special
shareholders' meeting. Such notice shall be given no fewer than ten days nor
more than two months before the meeting date. Unless the Business Corporation
Act or the charter requires otherwise, notice of an annual meeting need not
include a description of the purpose or purposes for which the meeting is
called. Notice of a special meeting must include a description of the purpose or
purposes for which the meeting is called. Unless the Business Corporation Act or
the charter requires otherwise, the Corporation is required to give notice only
to shareholders entitled to vote at the meeting. A shareholder may waive any
notice required by the Business Corporation Act, the charter, or the Bylaws
before or after the date and time stated in the notice. The waiver must be in
writing, be signed by the shareholder entitled to the notice and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting waives objection to lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented. The term "notice" as
used in this paragraph shall mean either oral or written notice as prescribed by
the Business Corporation Act.
e. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
------------------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders
2
<PAGE>
who are entitled to notice of a shareholders' meeting. The list must be arranged
by voting group (and within each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder, in each case
as reflected in the records of the Corporation. The shareholders' list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. A
shareholder, his agent or attorney is entitled on written demand to inspect, and
to copy the list, subject to the requirements of the Business Corporation Act,
during regular business hours and at his expense, during the period it is
available for inspection. The Corporation shall make the shareholders' list
available at the meeting, and any shareholder, his agent or attorney is entitled
to inspect the list at any time during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, if any, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
--------------------
otherwise act for him in the manner prescribed by the provisions of the Business
Corporation Act. An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes. An appointment
is valid for eleven months, unless another period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a procedure
-----------------------
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the Corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
i. QUORUM. Unless the charter or the Business Corporation Act
------
provides otherwise, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on that
matter. Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
3
<PAGE>
j. VOTING. Unless otherwise provided in the charter, directors are
------
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. Unless the charter or any
provision of law requires a greater number of affirmative votes, if a quorum
exists, action on a matter (other than the election of directors) by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action.
5. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a shareholders' meeting may be taken
without a meeting. If all shareholders entitled to vote on the action consent to
taking such action without a meeting, the affirmative vote of the number of
shares that would be necessary to authorize or take such action at a meeting is
the act of the shareholders. The action must be evidenced by one or more written
consents describing the action taken, signed by each shareholder entitled to
vote on the action, in one or more counterparts, indicating each signing
shareholder's vote or abstention on the action, and delivered to the Corporation
for inclusion in the minutes or filing with the corporate records.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation set
------------------- ------------
forth in the charter, all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation managed under the
direction of, a Board of Directors. The Board of Directors may fix the
compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or
-------------------------
a resident of the State of Tennessee. The number of directors shall not be less
than one nor more than nine. The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If at any time the number of directors is not fixed by
the shareholders or directors, the number of directors shall be two until
changed by the directors or shareholders. Except as provided in the preceding
sentence, the number of directors shall be deemed to be fixed in these Bylaws as
the number fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the end of the term for which the
director's predecessor was elected. Despite the expiration of a director's
term, he continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
4
<PAGE>
number of directors, the shareholders or the Board of Directors may fill the
vacancy, or if the directors remaining in office constitute fewer than a quorum
of the Board of Directors, they may fill the vacancy by the affirmative vote of
a majority of all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special meetings
may be called by or at the direction of the Chairman of the Board of Directors,
if any, the Vice-Chairman of the Board of Directors, if any, of the President,
or a majority of the directors in office or any other person permitted by the
Business Corporation Act. The person calling a special meeting may designate the
date, time and place of the special meeting except to the extent otherwise
required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any special meeting need not describe the
purpose of the meeting. A director may waive any notice required by the Business
Corporation Act, the charter or by these Bylaws before or after the date and
time stated in the notice. A director's attendance at or participation in a
meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Except as
hereinbefore provided, a waiver must be in writing, must be signed by the
director entitled to the notice, and must be filed with the minutes or corporate
records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. Except as otherwise herein provided or except as any provision of
law may otherwise require, if a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5
<PAGE>
5. REMOVAL OF DIRECTORS. The shareholders or directors may remove one
--------------------
or more directors pursuant to the provisions of the Business Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members. All members of committees of the Board
of Directors which exercise powers of the Board of Directors must be members of
the Board of Directors and serve at the pleasure of the Board of Directors. The
creation of a committee and the appointment of a member or members to it must be
approved by the greater of (a) a majority of all the directors in office when
the action is taken, or (b) the number of directors required by the charter or
these Bylaws to take action under the provisions of the Business Corporation
Act. The provisions of the Business Corporation Act which govern meetings,
action without meetings, notice, and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well. To the extent
specified by the Board of Directors, or the in the charter or these Bylaws, each
committee may exercise the authority of the Board of Directors except such
authority as may not be delegated under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting. If all directors consent to taking such action without
a meeting, the affirmative vote of the number of directors that would be
necessary to authorize or take such action at a meeting is the act of the Board
of Directors. The action must be evidenced by one or more written consents
describing the action taken, signed by each director in one or more
counterparts, indicating each signing director's vote or abstention on the
action, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this paragraph is effective when
the last director signs the consent, unless the consent specifies a different
effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President and a Secretary, and such other
officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or appointed by a duly elected or appointed officer.
The same individual may simultaneously hold more than one office in the
Corporation, except the offices of President and Secretary.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of
6
<PAGE>
Directors to prescribe the duties of other officers; provided, that the
Secretary shall have the responsibility for preparing minutes of the directors'
and shareholders' meetings and for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause. Any officer, if appointed by another officer, may likewise be
removed by such officer.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
Unless the charter or the Business Corporation Act provides otherwise,
the Board of Directors may adopt, amend or repeal the Bylaws. A Corporation's
shareholders may amend or repeal the Bylaws even though the Bylaws may also be
amended or repealed by the Board of Directors.
7
<PAGE>
Exhibit 3.52
ARTICLES OF INCORPORATION
-------- -- -------------
OF
CIELO VISTA WILSONS, INC.
----- ----- ------- ---
The undersigned, being a natural person of the age of 18 years or more
and acting as the incorporator, does hereby adopt the following Articles of
Incorporation for the purpose of organizing a corporation pursuant to the
provisions of the Texas Business Corporation Act.
ARTICLE ONE
------- ---
The name of the corporation is CIELO VISTA WILSONS, INC.
ARTICLE TWO
------- ---
The period of duration of the corporation is perpetual.
ARTICLE THREE
------- -----
The purpose or purposes for which the corporation is organized, which
shall include the transaction of any or all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act, are:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
The foregoing clauses shall be construed as powers as well as
purposes. The enumeration herein of specific purposes and powers shall not be
held to limit or restrict in any way the general purposes and powers of the
corporation. The matters specified in any clause shall, except where otherwise
expressed, be in no wise limited or restricted by reference to or inference from
the terms of any other clause of this or any other Article of these Articles of
Incorporation, but the purposes and powers specified in each of the clauses of
this Article shall be regarded as independent purposes and powers.
ARTICLE FOUR
------- ----
The aggregate number of shares which the corporation shall have
authority to issue is one hundred, all of which are of one class and without par
value.
The Board of Directors of the corporation is hereby empowered to
authorize the issuance from time to time of said shares without par value for
such consideration as said Board of Directors may deem advisable, and any shares
so issued and for which the consideration so fixed has been paid or delivered
shall be deemed fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment thereon.
<PAGE>
ARTICLE FIVE
------- ----
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least one thousand
dollars, consisting of money, labor done, or property actually received.
ARTICLE SIX
------- ---
No holder of any class of shares of the corporation shall be entitled
to cumulate his votes at any election of directors.
ARTICLE SEVEN
------- -----
The following provisions are inserted herein for the purpose of
defining, limiting, and regulating the powers of the corporation and of the
directors and of the shareholders, provided, however, that said provisions shall
not be deemed exclusive of any rights or liabilities otherwise granted or
imposed by the laws of the State of Texas:
1. The liability of the directors of the
corporation is eliminated to the fullest extent
permitted by the provisions of the Texas Business
Corporation Act and by the provisions of the Texas
Miscellaneous Corporation Laws Act, as the same may be
amended and supplemented.
2. The corporation shall, to the fullest extent
permitted by the provisions of the Texas Business
Corporation Act, as the same may be amended and
supplemented, indemnify any and all persons whom it
shall have power to indemnify under said Article from
and against any and all of the expenses, liabilities,
or other matters referred to or covered by said
Article.
3. With respect to any matter for which the
affirmative vote of the holders of at least a two-
thirds portion of the shares entitled to vote is
otherwise required by the Texas Business Corporation
Act, the act of the shareholders on that matter shall
be the affirmative vote of the holders of at least a
majority of the shares entitled to vote on that matter,
rather than the affirmative vote otherwise required by
the Texas Business Corporation Act. With respect to any
matter for which the affirmative vote of the holders of
at least two-thirds portion of the shares of any class
is otherwise required by the Texas Business Corporation
Act, the act of the holders of shares of that class on
that matter shall be the affirmative vote of the
holders of at least a majority of the shares of that
class, rather than the affirmative vote of the holders
of shares of that class otherwise required by the Texas
Business Corporation Act.
<PAGE>
4. Any action required by the Texas Business
Corporation Act to be taken at an annual or special meeting
of shareholders, or any action which may be taken at an
annual or special meeting of shareholders, may be taken
without a meeting, without prior notice, and without a vote,
if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of
shares having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which
the holders of all shares entitled to vote on the action
were present and voted.
ARTICLE EIGHT
------- -----
The post-office address of the initial registered office of the
corporation in the State of Texas is c/o United States Corporation Company, 400
North St. Paul, Dallas, Texas 75201, and the name of the initial registered
agent of the corporation at such address is United States Corporation Company.
ARTICLE NINE
------- ----
The number of directors constituting the initial Board of Directors of
the corporation is five and the name and the address of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and qualify are:
NAME ADDRESS
---- -------
David L. Rogers 400 Highway 169S., Suite 600
Minneapolis, MN 55426
Michael A. Friedheim One Theall Road
Rye, New York 10580
Denise Tolles One Theall Road
Rye, New York 10580
Arthur V. Richards One Theall Road
Rye, New York 10580
Shahid Quraeshi One Theall Road
Rye, New York 10580
<PAGE>
ARTICLE TEN
------- ---
The name and the address of the incorporator are:
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
ARTICLE ELEVEN
------- ------
From time to time any of the provisions of these Articles of
Incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Texas at the time in force may be added
or inserted in the manner and at the time prescribed by said laws, and all
contracts and rights at any time conferred upon the shareholders of the
corporation by these Articles of Incorporation are granted subject to the
provisions of this Article.
Signed on August 16, 1993.
/s/ Athena Amaxas
----------------------------------------
Athena Amaxas, Incorporator
<PAGE>
ARTICLES OF MERGER
OF
BARTON CREEK WILSONS, INC.
HULEN MALL WILSONS, INC.
INGRAM PARK WILSONS, INC.
IRVING WILSONS, INC.
LAREDO WILSONS, INC.
SHARPSTOWN WILSONS, INC.
AND
TYLER WILSONS, INC.
WITH AND INTO
CIELO VISTA WILSONS, INC.
To the Secretary of State
State of Texas
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the domestic business corporations herein named do hereby adopt
the following Articles of Merger:
1. The names of the constituent corporations are BARTON CREEK
WILSONS, INC., HULEN MALL WILSONS, INC., INGRAM PARK WILSONS, INC., IRVING
WILSONS, INC., LAREDO WILSONS, INC., SHARPSTOWN WILSONS, INC. and TYLER WILSONS,
INC., all of which are business corporations organized under the laws of the
State of Texas and are subject to the provisions of the Texas Business
Corporation Act (the "Terminating Corporations"), and CIELO VISTA WILSONS, INC.,
which is a business corporation organized under the laws of the State of Texas
and is subject to the provisions of the Texas Business Corporation Act ("Cielo
Vista").
2. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging the Terminating Corporations with and into Cielo
Vista, as approved by the directors and sole shareholder of each of the
Terminating Corporations and by the directors and sole shareholder of Cielo
Vista.
3. The number of shares of each of the Terminating Corporations
which are (and at the time of shareholder approval of the Plan were) outstanding
is 100, all of which are of one class.
<PAGE>
4. The approval of the Plan by the sole shareholder of each of the
Terminating Corporations was by written consent, which has been given in
accordance with the provisions of Article 9.10 of the Texas Business Corporation
Act, and any written notice required by that Article has been given.
5. The number of shares of Cielo Vista which are (and at the time of
shareholder approval of the Plan were) outstanding is 100, all of which are of
one class.
6. The approval of the Plan by the sole shareholder of Cielo Vista
was by written consent, which has been given in accordance with the provisions
of Article 9.10 of the Texas Business Corporation Act, and any written notice
required by that Article has been given.
7. Cielo Vista will continue to exist as the surviving corporation
following the merger herein provided for under the name "Wilsons Leather of
Texas Inc." pursuant to the provisions of the Texas Business Corporation Act.
8. The effective time and date of these Articles of Merger and the
merger herein provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
BARTON CREEK WILSONS, INC.
HULEN MALL WILSONS, INC.
INGRAM PARK WILSONS, INC.
IRVING WILSONS, INC.
LAREDO WILSONS, INC.
SHARPSTOWN WILSONS, INC.
TYLER WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President of Each
CIELO VISTA WILSONS, INC.
By: /s/ David L. Rogers
------------------------------------
Name: David L. Rogers
Title: President
<PAGE>
EXHIBIT A
PLAN OF MERGER
BARTON CREEK WILSONS, INC., HULEN MALL WILSONS, INC., INGRAM PARK
WILSONS, INC., IRVING WILSONS, INC., LAREDO WILSONS, INC., SHARPSTOWN WILSONS,
INC. and TYLER WILSONS, INC., all Texas corporations (the "Terminating
Corporations"), and CIELO VISTA WILSONS, INC., a Texas corporation ("Cielo
Vista"), shall merge into a single corporation pursuant to the Texas Business
Corporation Act upon the following terms and conditions:
(1) The merger of the Terminating Corporations into Cielo Vista (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Cielo Vista shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporations shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Cielo Vista shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of
the Terminating Corporations shall cease, and the corporate existence of Cielo
Vista, as the Surviving Corporation, shall continue under, and shall be governed
by, the laws of the State of Texas.
(4) The Articles of Incorporation and By-Laws of Cielo Vista in
effect immediately prior to the effectiveness of the Merger (a true and correct
copy of which Articles of Incorporation is attached to this Plan of Merger), by
virtue of the Merger and without further action by the shareholders or directors
of the Terminating Corporations or Cielo Vista, shall continue as, and shall be
deemed to be, the Articles of Incorporation and By-Laws of the Surviving
Corporation until amended in accordance with the laws of the State of Texas,
except that, upon the effectiveness of the Merger, Article One of said Articles
of Incorporation shall be deemed to be amended to read in its entirety as
follows:
"ARTICLE ONE
------- ---
The name of the corporation is Wilsons Leather of Texas Inc."
(5) The directors of Cielo Vista immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable
<PAGE>
provisions of the By-Laws of the Surviving Corporation, until the expiration of
the respective terms of such directors for which they were elected and until
their respective successors are elected and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation. The officers of Cielo
Vista immediately prior to the effectiveness of the Merger shall be the officers
of the Surviving Corporation until their respective successors are chosen and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation.
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE
BY
REGISTERED AGENT
To the Secretary of State
State of Texas
Pursuant to the provisions of Article 2.10.1 of the Texas Business Corporation
Act, the undersigned registered agent, for the corporation named below submits
the following statement for the purpose of changing the registered office
address for such corporation in the State of Texas:
Charter No. See attached list
1. The name of the corporation (hereinafter called the "Corporation")
represented by the said registered agent is:
See attached list
2. The address at which the said registered agent has maintained the
registered office for the corporation is
400 N. St. Paul
Dallas, Texas 75201
3. The new address at which the said registered agent will hereafter maintain
the registered office for the corporation is
800 Brazos
Austin, Texas 78701
4. Notice of this change of address has been given in writing to the above
corporation at least 10 days prior to the date of filing of this Statement.
Dated: July 11, 1997
UNITED STATES CORPORATION COMPANY
/s/ John H. Pelletier
---------------------------------------------
John H. Pelletier, Assistant Vice President
Filing fee $15.00
<PAGE>
Exhibit 3.53
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF TEXAS INC.
(a Texas corporation)
________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates representing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the Texas
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, which shall be signed by the President or a Vice-
President and the Secretary or Assistant Secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of any such officers upon a certificate may be facsimiles. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.
No certificate shall be issued for any share until the consideration
therefor has been fully paid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting the
---------------
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof, and,
in accordance with the provisions of the Business Corporation Act, transfers of
shares of the Corporation shall be made only on the share transfer records of
the Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
person in whose name shares stand on the share transfer records of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary of
the Corporation, shall be so expressed in the entry of transfer.
<PAGE>
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
------ ---- --- ------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose (other than determining shareholders
entitled to consent to action by shareholders proposed to be taken without a
meeting of shareholders), the Board of Directors of the Corporation may provide
that the share transfer records shall be closed for a stated period not to
exceed, in any case, sixty days. If the share transfer records shall be closed
for the purpose of determining the shareholders entitled to notice of or to vote
at a meeting of shareholders, such share transfer records shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the share
transfer records, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof except where
the determination has been made through the closing of share transfer records
and the stated period of closing has expired. Unless a record date shall have
previously been fixed or determined pursuant to this section, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of
shareholders, the Board of Directors may fix a record date for the purpose of
determining shareholders entitled to consent to that action, which record date
shall not precede, and shall not be more than ten days after, the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.
4. SHAREHOLDER MEETINGS.
----------- --------
a. TIME. The annual meeting shall be held on the date fixed from time to
----
time by the Board of Directors; provided that any such date shall not be more
than thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date fixed by the directors except when the Texas
Business Corporation Act confers the right to call a special meeting upon the
shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place within or without the State of Texas as shall be fixed from time to time
by the Board of Directors.
c. CALL. Annual meetings may be called by the Board of Directors or the
----
President or by any officer instructed by the Board of Directors or the
President to call the meeting. Special meetings may be called in like manner or
by any other person or persons authorized to do so by the provisions of the
Business Corporation Act.
d. NOTICE OR WAIVER OF NOTICE. Written or printed notice stating the
--------------------------
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the
2
<PAGE>
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting, to each
shareholder entitled to vote at such meeting. The notice of any annual meeting
shall also contain a statement of the purpose or purposes thereof whenever the
Business Corporation Act shall require such statement. The notice of any annual
or special meeting shall also include, or be accompanied by, any additional
statements, information, or documents prescribed by the Business Corporation
Act. Whenever any notice is required to be given to any shareholder, a waiver
thereof in writing signed by any such shareholder, whether before or after the
time stated therein, shall be the equivalent to giving such notice. Notice need
not be given to a shareholder in circumstances in which the Business Corporation
Act authorizes the omission of such notice.
e. VOTING LIST. The officer or agent having charge of the share transfer
-----------
records for shares of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
the meeting or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of shares held by, each. The list shall be kept on
file at the registered office or principal place of business of the Corporation
in the State of Texas for a period of at least ten days prior to the meeting and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share transfer records shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share transfer records or to vote at any meeting of shareholders.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
g. QUORUM. With respect to any matter, a quorum shall be present at a
------
meeting of shareholders if the holders of a majority of the shares entitled to
vote on that matter are represented at the meeting in person or by proxy. Once
a quorum is present at a meeting of shareholders, the shareholders represented
in person or by proxy at the meeting may conduct such business as may properly
be brought before the meeting until it is adjourned, and the subsequent
withdrawal from the meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the presence of a
quorum at the meeting. The shareholders represented in person or by proxy at a
meeting of shareholders at which a quorum is not present may adjourn the meeting
until such time and to such place as may be determined by a vote of the holders
of a majority of the shares represented in person or by proxy at that meeting.
3
<PAGE>
h. VOTING. Shareholders shall not be entitled to cumulate their votes in
------
the election of directors. In the election of directors, a plurality of the
votes cast shall elect. Except as the Business Corporation Act, the articles of
incorporation, or these Bylaws may otherwise provide, the affirmative vote of
the holders of a majority of the shares entitled to vote on and that voted for
or against or expressly abstained with respect to that matter at a meeting of
shareholders at which quorum is present shall be the act of the shareholders.
5. INFORMAL ACTION. Any action required by the Business Corporation Act
---------------
to be taken at a meeting of shareholders, and any action which may be taken at
any annual or special meeting of shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder or holders of
all the shares entitled to vote with respect to the action that is subject of
the consent.
Subject to the provisions required or permitted by the Business Corporation
Act for notice of meetings, shareholders may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this paragraph shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY. The powers of the Corporation shall be exercised
-------------------
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, a Board of Directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or a
-------------------------
resident of the State of Texas. The number of directors shall not be less than
one nor more than nine. The number of directors may be fixed or changed from
time to time, within such minimum and maximum, by the shareholders or by the
Board of Directors. If at any time the number of directors is not fixed by the
shareholders or directors, the number of directors shall be two until changed by
the directors or shareholders. Except as provided in the preceding sentence,
the number of directors shall be deemed to be fixed in these Bylaws as the
number fixed from time to time by the shareholders or the directors.
3. ELECTION AND TERM. The initial Board of Directors shall consist of the
-----------------
directors named in the articles of incorporation and shall hold office until the
first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual
4
<PAGE>
meeting of shareholders and until their successors have been elected and
qualified. In the interim between annual meetings of shareholders or of special
meetings of shareholders called for the election of directors, any vacancies in
the Board of Directors, including vacancies resulting from the removal of
directors by the shareholders but which are not filled by said shareholders, may
be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum exists. Subject to any limitations imposed by the
Business Corporation Act, any directorship to be filled by reason of an increase
in the number of directors may be filled by election at an annual meeting or at
a special meeting of shareholders called for that purpose.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
---------------------------------------
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting. Any requirement of furnishing a
notice shall be waived by any director who signs a waiver of notice before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of the meeting, except where the director attends the meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
c. QUORUM AND ACTION. A majority of the full Board of Directors shall
-----------------
constitute a quorum unless a different number or portion is required by law.
Except as herein otherwise provided, and except as may be otherwise provided by
law, the articles of incorporation, or these Bylaws, the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
-----------------------
presided over by the following persons in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, or any other director chosen
by the Board of Directors.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual
--------------------
director may be removed from office in conformance with the provisions of the
Business Corporation Act.
5
<PAGE>
6. COMMITTEES. The Board of Directors, may, by resolution adopted by a
----------
majority of the full Board of Directors, designate from among its members one or
more committees, each of which shall be comprised of one or more of its members,
and may designate one or more of its members as alternate members of any
committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise all of the authority of the Board of Directors except such
authority as may not be delegated under the Business Corporation Act.
7. INFORMAL ACTION. Any action required or permitted to be taken at a
---------------
meeting of directors or of any committee, if any, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the Board of Directors or committee, as the case may be.
Subject to the provisions required or permitted by the Business Corporation
Act for notice of meetings, members of the Board of Directors, or members of any
committee designated by the Board of Directors, may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this paragraph shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President and a Secretary, each of whom shall
be elected by the Board of Directors at such time and in such manner as the
Board of Directors may deem appropriate. The Corporation may have such other
officers, including assistant officers, and agents as may be deemed necessary,
each or any of whom may be elected or appointed by the directors or may be
chosen in such manner as the directors shall determine. Any two or more offices
may be held by the same person.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.
The officers and agents of the Corporation shall have the authority and
perform the duties in the management of the Corporation as determined by the
resolution electing or appointing them, as the case may be.
The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the Corporation will be served thereby.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
After the adoption of the initial Bylaws by the initial Board of Directors,
the Board of Directors may amend or repeal the Bylaws or adopt new Bylaws except
as otherwise provided by the Business Corporation Act.
7
<PAGE>
Exhibit 3.54
ARTICLES OF INCORPORATION
OF
MILITARY CIRCLE WILSONS, INC.
1. The name of the corporation is to be MILITARY CIRCLE WILSONS, INC.
2. The corporation shall have power to conduct any lawful business not
required to be specifically stated herein.
3. The corporation shall have authority to issue 100 shares of capital
stock without par value.
4. The power to alter, amend or repeal the bylaws is reserved to the
stockholders.
5. The initial registered office is established at 11th Floor, 707 East
Main Street, P.O. Box 1535, Richmond, Virginia 23212, in the City of Richmond.
The initial registered agent is John W. Riely, a resident of Virginia and a
member of the Virginia State Bar, whose business address is identical with the
initial registered office.
6. The initial number of directors is five. Their names and addresses
are:
Name Address
---- -------
Joel Waller 11840 Olympic Boulevard
Los Angeles, California 90062
Richard L. Anderson 3000 Westchester Avenue
Harrison, New York 10528
Richard T. O'Connell 3000 Westchester Avenue
Harrison, New York 10528
Arthur V. Richards 3000 Westchester Avenue
Harrison, New York 10528
William C. Kingsford 3000 Westchester Avenue
Harrison, New York 10528
Dated December 4, 1984
/s/ John W. Riley
-------------------------------------------------
John W. Riely
<PAGE>
ARTICLES OF MERGER
OF
LANDMARK CENTER (VA.) WILSONS, INC.
PENTAGON CITY TANNERY WEST, INC.
ROANOKE WILSONS, INC.
SPOTSYLVANIA WILSONS, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF ARLINGTON, VA., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF DALE CITY, VA., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF FAIRFAX, VA., INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF MCLEAN, VA., INC.
AND
WILSONS/GEORGETOWN LEATHER DESIGN OF SPRINGFIELD, VA., INC.
WITH AND INTO
MILITARY CIRCLE WILSONS, INC.
To the State Corporation Commission
Commonwealth of Virginia
Pursuant to the provisions of the Virginia Stock Corporation Act, the
domestic corporations herein named do hereby submit the following Articles of
Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan of Merger") for merging LANDMARK CENTER (VA.) WILSONS, INC.,
PENTAGON CITY TANNERY WEST, INC., ROANOKE WILSONS, INC., SPOTSYLVANIA WILSONS,
INC., WILSONS/GEORGETOWN LEATHER DESIGN OF ARLINGTON, VA., INC.,
WILSONS/GEORGETOWN LEATHER DESIGN OF DALE CITY, VA., INC., WILSONS/GEORGETOWN
LEATHER DESIGN OF FAIRFAX, VA., INC., WILSONS/GEORGETOWN LEATHER DESIGN OF
MCLEAN, VA., INC. and WILSONS/GEORGETOWN LEATHER DESIGN OF SPRINGFIELD, VA.,
INC., all Virginia corporations (the "Terminating Corporations"), with and into
MILITARY CIRCLE WILSONS, INC., a Virginia corporation (the "Surviving
Corporation"), as approved by resolution duly adopted by the Board of Directors
of each of the Terminating Corporations and as approved by resolution duly
adopted by the Board of Directors of the Surviving Corporation.
2. The Plan of Merger was adopted by written consent of the sole
shareholder of each of the Terminating Corporations.
<PAGE>
3. The Plan of Merger was adopted by written consent of the sole
shareholder of the Surviving Corporation.
4. The effective time and date of these Articles of Merger and the merger
herein provided for in the Commonwealth of Virginia is the close of business on
August 3, 1996.
Executed on July 19, 1996
LANDMARK CENTER (VA.) WILSONS, INC.
PENTAGON CITY TANNERY WEST, INC.
ROANOKE WILSONS, INC.
SPOTSYLVANIA WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF ARLINGTON, VA., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF DALE CITY, VA., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF FAIRFAX, VA., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF MCLEAN, VA., INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF SPRINGFIELD, VA., INC.
By: /s/ David L. Rogers
----------------------------------
Name: David L. Rogers
Title: President of Each
MILITARY CIRCLE WILSONS, INC.
By: /s/ David L. Rogers
-----------------------------------
Name: David L. Rogers
Title: President
-3-
<PAGE>
EXHIBIT A
PLAN OF MERGER
LANDMARK CENTER (VA.) WILSONS, INC., PENTAGON CITY TANNERY WEST, INC.,
ROANOKE WILSONS, INC., SPOTSYLVANIA WILSONS, INC., WILSONS/GEORGETOWN LEATHER
DESIGN OF ARLINGTON, VA., INC., WILSONS/GEORGETOWN LEATHER DESIGN OF DALE CITY,
VA., INC., WILSONS/GEORGETOWN LEATHER DESIGN OF FAIRFAX, VA., INC.,
WILSONS/GEORGETOWN LEATHER DESIGN OF MCLEAN, VA., INC. and WILSONS/GEORGETOWN
LEATHER DESIGN OF SPRINGFIELD, VA., INC., all Virginia corporations (the
"Terminating Corporations"), and MILITARY CIRCLE WILSONS, INC., a Virginia
corporation ("Military Circle"), shall be merged into a single corporation
pursuant to the Virginia Stock Corporation Act upon the following terms and
conditions:
(1) The merger of the Terminating Corporations into Military Circle (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Military Circle shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporations shall be canceled, no shares of
the Surviving Corporation, cash or other consideration shall be issued in
exchange therefor or upon cancellation thereof, and each share of capital stock
of Military Circle shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporations shall cease, and the corporate existence of Military
Circle, as the Surviving Corporation, shall continue under, and shall be
governed by, the laws of the Commonwealth of Virginia.
(4) The Articles of Incorporation and By-Laws of Military Circle in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporations or Military Circle, shall continue as, and shall be deemed to be,
the Articles of Incorporation and By-Laws of the Surviving Corporation until
amended in accordance with the laws of the Commonwealth of Virginia, except
that, upon the effectiveness of the Merger, Article 1 of said Articles of
Incorporation shall be deemed to be amended to read in its entirety as follows:
"1. The name of the corporation is to be Wilsons Leather of Virginia Inc."
<PAGE>
(5) The directors of Military Circle immediately prior to the
effectiveness of the Merger shall be the directors of the Surviving Corporation,
subject to the applicable provisions of the By-Laws of the Surviving
Corporation, until the expiration of the respective terms of such directors for
which they were elected and until their respective successors are elected and
have qualified or as otherwise provided in the By-Laws of the Surviving
Corporation. The officers of Military Circle immediately prior to the
effectiveness of the Merger shall be the officers of the Surviving Corporation
until their respective successors are chosen and have qualified or as otherwise
provided in the By-Laws of the Surviving Corporation.
-5-
<PAGE>
Exhibit 3.55
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF VIRGINIA INC.
(a Virginia corporation)
__________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
------------------
the Corporation shall set forth thereon the statements prescribed by the
Virginia Stock Corporation Act (the "Stock Corporation Act") and by any other
applicable provision of law, shall be signed by any two of the following
officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated
by the Board of Directors, and may bear the corporate seal or its facsimile. Any
or all of the signatures upon a certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the Corporation, shall
be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment
<PAGE>
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than seventy days before the meeting or action requiring such determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than one hundred twenty days after the date
fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from time
----
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Stock Corporation Act confers the
right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the Commonwealth of Virginia as the directors shall from time
to time fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The Corporation
-------------------------------------------------
shall notify shareholders of the date, time and place of each annual and special
shareholders' meeting. Such notice shall be given no less than ten nor more than
sixty days before the meeting date except that notice of a shareholders' meeting
to act on an amendment of the articles of incorporation, a plan of merger or
share exchange, a proposed sale of assets pursuant to Stock Corporation Act or
the dissolution of the Corporation shall be given not less than twenty-five nor
more than sixty days before the meeting date. Unless the Stock Corporation Act
or the articles of incorporation require otherwise, the Corporation is required
to give notice only to shareholders entitled to vote at the meeting and notice
of an annual meeting need not state the purpose for which the meeting is called.
Notice of a special meeting shall state the purpose or purposes for which the
meeting is called. A shareholder may waive any notice required by the Stock
Corporation Act, the articles of incorporation or the Bylaws before or after the
time and date of the meeting that is the subject of such notice. The waiver
shall be in writing, be signed by the shareholder entitled to the notice and be
delivered to the Secretary of the Corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and waives objection to consideration of
a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
2
<PAGE>
the matter when it is presented. The term "notice" as used in this paragraph
shall mean notice in writing as prescribed by the Stock Corporation Act.
e. VOTING LIST. The officer or agent having charge of the share
-----------
transfer books of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. The list shall be arranged by voting group and within each
voting group by class or series. For a period of ten days prior to such meeting,
the list of shareholders shall be kept on file at the registered office of the
Corporation or at its principal office or at the office of its transfer agent or
registrar and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof. The
original share transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, if any, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the Chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
--------------------
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment is valid for eleven months, unless a longer
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a procedure
-----------------------
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the Corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Stock
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is
3
<PAGE>
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting.
j. VOTING. Directors are elected by a plurality of the votes cast by
------
the shares entitled to vote in the election at a meeting at which a quorum is
present. Unless the articles of incorporation or the Stock Corporation Act
requires a greater number of affirmative votes, if a quorum exists, action on a
matter, other than the election of directors, by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action.
5. ACTION WITHOUT MEETING. Action required or permitted by the Stock
----------------------
Corporation Act to be taken at a shareholders' meeting may be taken without a
meeting and without action by the Board of Directors if the action is taken by
all the shareholders entitled to vote on the action. The action shall be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Secretary of the Corporation for inclusion in the minutes or filing with the
corporate records. Any action taken by unanimous written consent shall be
effective according to its terms when all consents are in the possession of the
Corporation. Action taken under this paragraph is effective as of the date
specified therein provided the consent states the date of execution by each
shareholder.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or
-------------------------
a resident of the Commonwealth of Virginia. The number of directors shall not be
less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected by the Board of Directors to fill a vacancy expires at the next
shareholders'
4
<PAGE>
meeting at which directors are elected. Despite the expiration of a director's
term, he continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the shareholders or the Board of Directors may fill the
vacancy, or if the directors remaining in office constitute fewer than a quorum
of the Board of Directors, they may fill the vacancy by the affirmative vote of
a majority of the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special meetings
may be called by or at the direction of the Chairman of the Board of Directors,
if any, the Vice-Chairman of the Board of Directors, if any, of the President,
or a majority of the directors in office or any other person permitted by the
Stock Corporation Act. The person calling a special meeting may designate the
date, time and place of the special meeting except to the extent otherwise
required by the Stock Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Stock Corporation
Act, the articles of incorporation or by these Bylaws before or after the date
and time stated in the notice, and such waiver shall be equivalent to the giving
of such notice. A director's attendance at or participation in a meeting waives
any required notice to him of the meeting unless the director at the beginning
of the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice and filed with the
minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors specified in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors unless
the articles of incorporation or Bylaws require the vote of a greater number of
directors. Whenever the Stock Corporation Act requires the Board of Directors to
take any action or to recommend or approve any proposed corporate act, such
action, recommendation or approval shall not be required if the proposed action
or corporate act is adopted by the unanimous consent of shareholders. The Board
of Directors may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
5
<PAGE>
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Stock
Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee may have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
shall be approved by the greater number of (a) a majority of all the directors
in office when the action is taken, or (b) the number of directors required by
the articles of incorporation or these Bylaws to take action under the
provisions of the Stock Corporation Act. The provisions of the Stock Corporation
Act which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the Board of Directors, apply to
committees and their members as well. To the extent specified by the Board of
Directors or in the articles of incorporation or these Bylaws, each committee
may exercise the authority of the Board of Directors except such authority as
may not be delegated under the Stock Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
----------------------
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board of
Directors. The action shall be evidenced by one or more written consents
stating the action taken, signed by each director either before or after the
action taken, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this paragraph is effective
when the last director signs the consent unless the consent specifies a
different effective date, in which event the action taken is effective as of the
date specified therein provided the consent states the date of execution by each
director.
ARTICLE III
------------
OFFICERS
--------
The Corporation shall have a President and a Secretary, and such other
officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or may be chosen in such manner as the directors
shall determine. The same individual may simultaneously hold more than one
office in the Corporation.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
6
<PAGE>
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Stock Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
------------
CONTROL OVER BYLAWS
-------------------
The power to alter, amend and repeal the Bylaws and to make new Bylaws
shall be vested in the Board of Directors, but Bylaws made by the Board of
Directors may be repealed or changed, and new Bylaws made, by the shareholders,
and the shareholders may prescribe that any Bylaw made by them shall not be
altered, amended or repealed by the directors.
7
<PAGE>
EXHIBIT 3.56
ARTICLES OF INCORPORATION
OF
PARKERSBURG WILSONS, INC.
The undersigned, acting as incorporators of a corporation under Section 27,
Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles
of Incorporation for such corporation,
FILED IN DUPLICATE:
- ------------------
I. The undersigned agree to become a corporation by the name of
PARKERSBURG WILSONS, INC.
II. The address of the principal office of said corporation will be
located at 1101 Union Building, in the City of Charleston, in the County of
Kanawha, State of West Virginia 25301.
III. The purpose or purposes for which this corporation is formed are as
follows:
To do any lawful business, and to buy, sell and generally deal in and
with (at wholesale, retail or both) men's, women's and children's clothing,
shoes, jewelry, belts, pocketbooks, and other accessories and wearing
apparel of every kind and description.
IV. Provisions granting preemptive rights are: None.
V. Provisions for the regulation of the internal affairs of the
corporation are: None.
VI. The amount of the total authorized shares of stock of said corporation
shall be one hundred (100) shares, all of which are without par value.
<PAGE>
VII. The full names and addresses of the incorporators, including street
and street number, if any, and the city, town, or village, including ZIP number,
and if a stock corporation, the number of shares subscribed for by each:
<TABLE>
<CAPTION>
Name Address No. of Shares
<S> <C> <C>
John S. Hoenigmann 70 Pine Street 4
New York, NY 10270
Leif A. Tonnessen 70 Pine Street 3
New York, NY 10270
Paul Allersmeyer 70 Pine Street 3
New York, NY 10270
VIII. The existence of this corporation is to be perpetual.
IX. The name and address of the appointed person to whom notice or
process may be sent is the United States Corporation Company, 1101
Union Building, Charleston, West Virginia.
X. The number of directors constituting the initial Board of Directors
of the corporation is five (5) and the names and addresses of the
persons who are to serve as directors until the first annual meeting
of shareholders or until their successors are elected and shall
qualify are as follows:
Jeffrey P. Wilson 11840 Olympic Boulevard, Los Angeles, Ca. 90062
J. Anthony Wilson 11840 Olympic Boulevard, Los Angeles, Ca. 90062
Richard T. O'Connell,Jr. 3000 Westchester Ave., Harrison, NY 10528
Arthur V. Richards 3000 Westchester Ave., Harrison, NY 10528
William C. Kingsford 3000 Westchester Ave., Harrison, NY 10528
</TABLE>
<PAGE>
WE, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of West Virginia, do make and file this Articles of
Incorporation, and we have accordingly hereunto set our respective hands this
1st day of July, 1982.
/s/ John S. Hoenigmann
--------------------------------------
John S. Hoenigmann
/s/ Leif A. Tonnessen
--------------------------------------
Leif A. Tonnessen
/s/ Paul Allersmeyer
--------------------------------------
Paul Allersmeyer
Articles of Incorporation
Prepared By:
Ann Patalano
70 Pine Street
New York, N.Y. 10270
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, Ann Patalano, a Notary Public, in and for the County and State
aforesaid, hereby certify that John S. Hoenigmann, Leif A. Tonnessen and Paul
Allersmeyer, whose names are signed to the foregoing Articles of Incorporation,
bearing date, 1st day of July, 1982, this day personally appeared before me in
my said County and severally acknowledged their signatures to be the same.
Given under my hand and the official seal this 1st day of July, 1982.
/s/ Ann Patalano
------------------------------
Notary Public
<PAGE>
ARTICLES OF MERGER
OF
HUNTINGTON-WEST VA., WILSONS, INC.
WITH AND INTO
PARKERSBURG WILSONS, INC.
To the Secretary of State
State of West Virginia
Pursuant to the provisions of the West Virginia Corporation Act, the
domestic business corporations herein named do hereby submit the following
Articles of Merger.
1. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging HUNTINGTON-WEST VA., WILSONS, INC., a West
Virginia corporation (the "Terminating Corporation"), with and into PARKERSBURG
WILSONS, INC., a West Virginia corporation (the "Surviving Corporation"), as
approved by resolution duly adopted by the Board of Directors of the Terminating
Corporation and by resolution duly adopted by the Board of Directors of the
Surviving Corporation.
2. The Terminating Corporation presently has, and at the time of
shareholder approval of the Plan had, 100 shares of capital stock outstanding,
all of which are of one class.
3. The sole shareholder of the Terminating Corporation duly approved and
adopted the Plan by written consent without a meeting.
4. The Surviving Corporation presently has, and at the time of shareholder
approval of the Plan had, 100 shares of capital stock outstanding, all of which
are of one class.
5. The sole shareholder of the Surviving Corporation duly approved and
adopted the Plan by written consent without a meeting.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
<PAGE>
Executed on July 19, 1996
HUNTINGTON-WEST VA., WILSONS, INC.
By: /s/ David L. Rogers
---------------------------------
Name: David L. Rogers
Capacity: President
by: /s/ Jonathan G. Halper
---------------------------------
Name: Jonathan G. Halper
Capacity: Secretary
PARKERSBURG WILSONS, INC.,
By: /s/ David L. Rogers
---------------------------------
Name: David L. Rogers
Capacity: President
By: /s/ Jonathan G. Halper
---------------------------------
Name: Jonathan G. Halper
Capacity: Secretary
<PAGE>
STATE OF MINNESOTA )
) SS:
COUNTY OF HENNEPIN )
I, a notary of said county, do certify that David L. Rogers and Jonathan G.
Halper, who signed the writing above bearing date the 19th day of July, 1996,
for HUNTINGTON-WEST VA., WILSONS, INC., have this day in my said county, before
me, acknowledged the said writing to be the act and deed of said corporation.
Given under my hand and official seal this 19th day of July, 1996.
/s/ Amy M. Greene
-----------------------------------
Notary Public
My commission expires: 1/31/00
STATE OF MINNESOTA )
) SS:
COUNTY OF HENNEPIN )
I, a notary of said county, do certify that David L. Rogers and Jonathan G.
Halper, who signed the writing above bearing date the 19th day of July, 1996,
for PARKERSBURG WILSONS, INC., have this day in my said county, before me,
acknowledged the said writing to be the act and deed of said corporation.
Given under my hand and official seal this 19th day of July, 1996.
/s/ Amy M. Greene
-----------------------------------
Notary Public
My commission expires: 1/31/00
<PAGE>
EXHIBIT A
PLAN OF MERGER
HUNTINGTON-WEST VA., WILSONS, INC., a West Virginia corporation (the
"Terminating Corporation"), and PARKERSBURG WILSONS, INC., a West Virginia
corporation ("Parkersburg"), shall merge into a single corporation pursuant to
the West Virginia Business Corporation Act upon the following terms and
conditions:
(1) The merger of the Terminating Corporation into Parkersburg (the
"Merger") shall be effective at the time a Certificate of Merger relating to the
Merger is issued by the West Virginia Secretary of State, and Parkersburg shall
be the surviving corporation following the Merger (the "Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding shares of
capital stock of the Terminating Corporation shall be canceled, no shares of the
Surviving Corporation, cash or other consideration shall be issued in exchange
therefor or upon cancellation thereof, and each share of capital stock of
Parkersburg shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of Parkersburg,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of West Virginia.
(4) The Articles of Incorporation and By-Laws of Parkersburg in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or Parkersburg, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of West Virginia, except that, upon the
effectiveness of the Merger, Article I of said Articles of Incorporation shall
be deemed to be amended to read in its entirety as follows:
"I. The name of this corporation shall be Wilsons Leather of West Virginia
Inc."
(5) The directors of Parkersburg immediately prior to the effectiveness of
the Merger shall be the directors of the Surviving Corporation, subject to the
applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Parkersburg immediately prior to the effectiveness of the Merger shall be the
officers of the Surviving Corporation until their respective successors are
chosen and have qualified or as otherwise provided in the By-Laws of the
Surviving Corporation.
<PAGE>
Exhibit 3.57
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF WEST VIRGINIA INC.
(a West Virginia corporation)
_________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates representing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the West
Virginia Corporation Act (the "Corporation Act") and by any other applicable
provision of law, shall be signed by the President or a Vice-President and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President or a Vice-President and the Secretary or an Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, which may be the Corporation itself, a
subsidiary of the Corporation or an independent corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate has ceased to be such officer before the certificate is issued, it
may be issued by the Corporation with the same effect as if he were the officer
at the date of its issue.
No certificate shall be issued for any share until such share is fully
paid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the Corporation, shall
be so expressed in the entry of transfer.
<PAGE>
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may provide that the stock transfer books
shall be closed for a stated period not to exceed, in any case, fifty days. If
the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding the meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed by the
----
Board of Directors. A special meeting shall be held on the date fixed by the
directors except when the Corporation Act confers the right to call a special
meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place within or without the State of West Virginia as the Board of Directors
shall from time to time fix.
c. CALL. Annual meetings may be called by the Board of Directors or
----
the President or the Secretary or by any officer instructed by the Board of
Directors or the President to call the meeting. Special meetings may be called
in like manner or by the holders of at least one-tenth of the shares entitled to
vote at the meeting.
d. NOTICE OR WAIVER OF NOTICE. Written notice stating the place, day
--------------------------
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. The notice of any annual or special meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the Corporation Act. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the corporate records of the Corporation, with
postage thereon prepaid. Whenever any notice is required to be given to any
shareholder, a waiver thereof in writing signed by him, whether before or after
the time stated therein, shall be the equivalent to the giving of such notice.
Notice otherwise required may be dispensed with if all of the shareholders are
represented at the meeting.
2
<PAGE>
e. VOTING RECORD. The officer or agent having charge of the stock
-------------
transfer books for shares of the Corporation shall make a complete record of the
shareholders entitled to vote at the meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by, each. Such record shall be produced and kept open at the time and
place of such meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every shareholder may authorize another
--------------------
person or persons to act for him by proxy in all matters in which a shareholder
is entitled to participate, whether for the purposes of determining his presence
at a meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting,
or otherwise. Every proxy shall be executed in writing by the shareholder, or by
his duly authorized attorney-in-fact, and filed with the Secretary of the
Corporation. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
h. QUORUM. Except as the articles of incorporation may otherwise
------
provide, a majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum. Any number less than a quorum present may
adjourn any meeting until a quorum is present.
i. VOTING. Except as the Corporation Act, the articles of
------
incorporation, or these Bylaws shall otherwise provide, the affirmative vote of
the majority of the shares represented at the meeting, a quorum being present,
shall be the act of the shareholders.
One or more shareholders may participate in a meeting of shareholders
by means of conference telephone or similar electronic communications equipment
by means of which all persons participating in the meeting can hear each other.
Whenever a vote of the shareholders is required or permitted in connection with
any corporate action this vote may be taken orally during this electronic
conference. The agreement thus reached shall have like effect and validity as
though the action were duly taken by the action of the shareholders at a meeting
of shareholders if the action is reduced to writing and approved by the
shareholders at the next regular meeting of the shareholders after the
conference.
3
<PAGE>
7. WRITTEN ACTION. Any action required to be taken or which may be
--------------
taken at a meeting of the shareholders may be taken without a meeting and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed by all of the shareholders and shall be filed with the Secretary of
the Corporation.
ARTICLE II
-----------
BOARD OF DIRECTORS
-------------------
1. FUNCTIONS GENERALLY - COMPENSATION. The business and the affairs
------------------- ------------
of the Corporation shall be managed by a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or
-------------------------
a resident of the State of West Virginia. The number of directors shall not be
less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. ELECTION AND TERM. The initial Board of Directors shall consist of
-----------------
the directors named in the articles of incorporation and shall hold office until
the first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors, any
vacancies in the Board of Directors, including vacancies resulting from newly
created directorships and including vacancies resulting from the removal of
directors by the shareholders which have not been filled by said shareholders,
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum exists.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special meetings
may be called by or at the direction of the Chairman of the Board of Directors,
if any, the Vice-Chairman of the Board of Directors, if any, of the President,
or a majority of the directors in office or any other person permitted by the
Corporation Act. The person calling a special meeting may designate the date,
time and place of the special meeting except to the extent otherwise required by
the Corporation Act.
4
<PAGE>
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting, except when the meeting is being
called for the purpose of amending the Bylaws or for the purpose of authorizing
the sale of all or substantially all of the assets of the Corporation. Any
requirement of furnishing a notice shall be waived by any director who signs a
waiver of notice before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of the meeting, except where the
director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. If every director is present at a meeting, any notice otherwise
required may be dispensed with.
c. QUORUM AND ACTION. A majority of the full Board of Directors shall
-----------------
constitute a quorum. Any number less than a quorum present may adjourn any
meeting until a quorum is present. Except as herein otherwise provided, and
except as may be otherwise provided by the Corporation Act, the articles of
incorporation, or these Bylaws, the act of the Board of Directors shall be the
act of a majority of the directors present at a meeting at which a quorum is
present.
One or more directors may participate in a meeting of directors by
means of conference telephone or similar electronic communications equipment by
means of which all persons participating in the meeting can hear each other.
Whenever a vote of the directors is required or permitted in connection with any
corporate action this vote may be taken orally during this electronic
conference. The agreement thus reached shall have like effect and validity as
though the action were duly taken by the action of the directors at a meeting of
directors if the action is reduced to writing and approved by the directors at
the next regular meeting of the directors after the conference.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
--------------------
individual director may be removed from office with or without cause by the vote
of the shareholders holding at least a majority of the shares at a meeting
expressly called for that purpose. If less than the entire Board of Directors is
to be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him. In case the entire Board of
Directors or any one or more directors be so removed, new directors may be
elected at the same meeting called for that purpose.
5
<PAGE>
6. COMMITTEES. The Board of Directors may, by resolution adopted by a
----------
majority of the full Board of Directors, designate from among its members an
Executive Committee and one or more other committees which, to the extent
provided in the resolution, shall have and may exercise all of the authority of
the Board of Directors, except such authority as may not be delegated under the
Corporation Act.
7. WRITTEN ACTION. Any action required to be taken at a meeting of
--------------
directors, or any action which may be taken at a meeting of directors may be
taken without a meeting and without a vote if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, a Secretary and a Treasurer,
each of whom shall be elected by the directors, and may have one or more Vice-
Presidents, who shall be elected by the directors, and such other officers and
assistant officers and agents as may be deemed necessary, each or any of whom
may be elected or appointed by the directors or may be chosen in such manner as
the directors shall determine. Any two or more offices may be held by the same
person, except the offices of President and Secretary.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
The officers and agents of the Corporation shall have the authority
and perform the duties in the management of the Corporation as determined by the
resolution electing or appointing them, as the case may be.
The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the Corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
6
<PAGE>
ARTICLE V
----------
CORPORATE SEAL
---------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Corporation Act, the Corporation shall not be required
to have a seal.
ARTICLE VI
-----------
FISCAL YEAR
------------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
------------
CONTROL OVER BYLAWS
--------------------
The power to alter, amend or repeal the Bylaws or to adopt new Bylaws
shall be vested in the Board of Directors, subject to repeal or change by action
of the shareholders.
7
<PAGE>
Exhibit 3.58
ARTICLES OF INCORPORATION
-------- -- -------------
OF
JANESVILLE WILSONS, INC.
---------- -------- ----
The undersigned, an individual, does hereby act as incorporator in adopting
the following Articles of Incorporation for the purpose of organizing a business
corporation (hereinafter called the "corporation") pursuant to the provisions of
the Wisconsin Business Corporation Law.
FIRST: The corporation is incorporated under the Wisconsin Business
-----
Corporation Law.
SECOND: The corporate name of the corporation is JANESVILLE WILSONS, INC.
------
THIRD: The number of shares that the corporation is authorized to issue is
-----
one hundred, all of which are without par value and are of the same class and
are to be Common shares.
FOURTH: The Board of Directors of the corporation is not authorized to act
------
under Section 180.0602(1) of the Wisconsin Business Corporation Law.
FIFTH: The street address of the initial registered office of the
-----
corporation in the State of Wisconsin is 110 East Main Street, Madison,
Wisconsin 53703.
The name of the initial registered agent of the corporation at the said
registered office is United States Corporation Company.
SIXTH: The name and the address of the incorporator are:
-----
NAME ADDRESS
---- -------
Athena Togias 15 Columbus Circle
New York, NY 10023-7773
SEVENTH: The purposes for which the corporation is organized, which shall
-------
include the authority of the corporation to engage in any lawful business as
provided in Section 180.0301 of the Wisconsin Business Corporation Law, are as
follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have all of the general powers granted to corporations organized
under the Wisconsin Business Corporation Law, whether granted by specific
statutory authority or by construction of law.
<PAGE>
EIGHTH: Except as may otherwise be provided by Section 180.0704 of the
------
Wisconsin Business Corporation Law, and subject to the applicable requirements
of that Section, action required or permitted by the Wisconsin Business
Corporation Law to be taken at a shareholders' meeting may be taken without a
meeting by shareholders who would be entitled to vote at a meeting those shares
with voting power to cast not less than the minimum number or, in the case of
voting by voting groups, the minimum numbers of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
were present and voted.
NINTH: The corporation shall, to the fullest extent permitted by the
-----
provisions of the Wisconsin Business Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
TENTH: The duration of the corporation shall be perpetual.
-----
Signed on November 5, 1991.
/s/ Athena Togias
----------------------------------------
Athena Togias, Incorporator
This document was drafted by
Arthur V. Richards, Esq.
c/o Prentice Hall Legal & Financial Services
Attention: Ann Patalano
15 Columbus Circle
New York, New York 10023-7773
<PAGE>
ARTICLES OF MERGER
OF
CAPITOL COURT WILSONS, INC.
WITH AND INTO
JANESVILLE WILSONS, INC.
To the Secretary of State
State of Wisconsin
Pursuant to the provisions of Section 108.1105 of the Wisconsin Business
Corporation Law, the domestic business corporations herein named do hereby
submit the following Articles of Merger.
1. The name of the merging (non-surviving) corporation is CAPITOL
COURT WILSONS, INC., a Wisconsin corporation (the "Terminating Corporation").
2. The name of the surviving corporation is JANESVILLE WILSONS, INC.,
a Wisconsin corporation (the "Surviving Corporation").
3. Annexed hereto as Exhibit A and made a part hereof is the Plan of
Merger (the "Plan") for merging the Terminating Corporation with and into the
Surviving Corporation, as approved by resolution duly adopted by the Board of
Directors of the Terminating Corporation and by resolution duly adopted by the
Board of Directors of the Surviving Corporation.
4. With respect to each of the Terminating Corporation and the
Surviving Corporation, the Plan was approved in accordance with the provisions
of Section 180.1103 of the Wisconsin Business Corporation Law.
5. The effective time and date of these Articles of Merger and the
merger herein provided for shall be the close of business on August 3, 1996.
Executed on July 19, 1996
CAPITOL COURT WILSONS, INC.
By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Capacity: President
<PAGE>
JANESVILLE WILSONS, INC.
/s/ David L. Rogers
---------------------------------------------
Name: David L. Rogers
Capacity: President
This document was drafted by:
Amy Greene
Faegre & Benson
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
<PAGE>
EXHIBIT A
PLAN OF MERGER
CAPITOL WILSONS, INC., a Wisconsin corporation (the "Terminating
Corporation"), and JANESVILLE WILSONS, INC., a Wisconsin corporation
("Janesville"), shall merge into a single corporation pursuant to the Wisconsin
Business Corporation Law upon the following terms and conditions:
(1) The merger of the Terminating Corporation into Janesville (the
"Merger") shall be effective at the close of business on August 3, 1996, and
Janesville shall be the surviving corporation following the Merger (the
"Surviving Corporation").
(2) Upon the effectiveness of the Merger, all of the outstanding
shares of capital stock of the Terminating Corporation shall be canceled, no
shares of the Surviving Corporation, cash or other consideration shall be issued
in exchange therefor or upon cancellation thereof, and each share of capital
stock of Janesville shall remain outstanding as capital stock of the Surviving
Corporation and shall not be converted or exchanged or in any way modified as a
result of the Merger.
(3) Upon the effectiveness of the Merger, the corporate existence of the
Terminating Corporation shall cease, and the corporate existence of Janesville,
as the Surviving Corporation, shall continue under, and shall be governed by,
the laws of the State of Wisconsin.
(4) The Articles of Incorporation and By-Laws of Janesville in effect
immediately prior to the effectiveness of the Merger, by virtue of the Merger
and without further action by the shareholders or directors of the Terminating
Corporation or Janesville, shall continue as, and shall be deemed to be, the
Articles of Incorporation and By-Laws of the Surviving Corporation until amended
in accordance with the laws of the State of Wisconsin, except that, upon the
effectiveness of the Merger, Article Second of said Articles of Incorporation
shall be deemed to be amended to read in its entirety as follows:
"SECOND: The corporate name of the corporation is Wilsons Leather of
------
Wisconsin Inc."
(5) The directors of Janesville immediately prior to the effectiveness
of the Merger shall be the directors of the Surviving Corporation, subject to
the applicable provisions of the By-Laws of the Surviving Corporation, until the
expiration of the respective terms of such directors for which they were elected
and until their respective successors are elected and have qualified or as
otherwise provided in the By-Laws of the Surviving Corporation. The officers of
Janesville immediately prior to the effectiveness of
<PAGE>
the Merger shall be the officers of the Surviving Corporation until their
respective successors are chosen and have qualified or as otherwise provided in
the By-Laws of the Surviving Corporation.
<PAGE>
EXHIBIT 3.59
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF WISCONSIN INC.
(a Wisconsin corporation)
________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the Wisconsin
Business Corporation Law (the "Business Corporation Law") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by any two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any two officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. The validity of a share certificate is not
affected if a person who signed the share certificate no longer holds office
when the certificate is issued.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting the
---------------
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. In order to determine the shareholders
----------------------------
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors of the Corporation may
fix a future date as the record date for one or more voting groups for any such
determination of shareholders, such date in
<PAGE>
any case to be not more than seventy days before the meeting or action requiring
a determination of shareholders. Except as any provision of the Business
Corporation Law may otherwise require, a determination of shareholders entitled
to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than one
hundred twenty days after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from time to
----
time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Business Corporation Law confers
the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Wisconsin as the directors shall from time to
time fix.
c. CALL. Annual meetings may be called by the directors or the Chairman
----
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The Corporation
-------------------------------------------------
shall notify shareholders of the date, time and place of each annual and special
shareholders' meeting. Such notice shall be not less than ten nor more than
sixty days before the meeting date, unless a different time is provided by the
Business Corporation Law or the articles of incorporation. The notice shall
comply with the Business Corporation Law. Unless the Business Corporation Law
or the articles of incorporation require otherwise, the Corporation is required
to give notice only to shareholders entitled to vote at the meeting and notice
of an annual meeting need not include a description of the purpose for which the
meeting is called. Notice of a special meeting must include a description of
the purpose for which the meeting is called. A shareholder may waive any notice
required by the Business Corporation Law, the articles of incorporation or the
Bylaws at any time. The waiver shall be in writing and signed by the
shareholder entitled to the notice, contain the same information that would have
been required in the notice under any applicable provisions of the Business
Corporation Law, except that the time and place of meeting need not be stated,
and be delivered to the Corporation for inclusion in the corporate records. A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to all of the following: (a) lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting or promptly upon arrival
objects to holding the meeting or transacting business at the meeting, and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
e. VOTING LIST FOR MEETING. After fixing a record date for a meeting, the
-----------------------
Corporation shall prepare a list of the names of all its shareholders who are
entitled to notice of a
2
<PAGE>
shareholders' meeting. The list shall be arranged by class or series of shares
and show the address of and number of shares held by each shareholder. The
Corporation shall make the shareholders' list available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the date of the meeting,
at the Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. A shareholder or his or her
agent or attorney may, on written demand, inspect and, subject to the
requirements of the Business Corporation Law, copy the list, during regular
business hours and at his or her expense, during the period that it is available
for inspection under the Business Corporation Law. The Corporation shall make
the shareholders' list available at the meeting, and any shareholder or his or
her agent or attorney may inspect the list at any time during the meeting or any
adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, if any, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
--------------------
otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
Corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a longer period is expressly provided
in the appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a procedure by
-----------------------
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the Corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Law provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting other than for the purpose of objecting to holding the meeting or
transacting business at the meeting, it is considered present for purposes of
determining whether a quorum exists, for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
3
<PAGE>
j. VOTING. Unless otherwise provided by the articles of incorporation,
------
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present. The term
"plurality" as used herein shall have the meaning ascribed to it by the Business
Corporation Law. If the articles of incorporation or the Business Corporation
Law provides for voting by a single group on a matter and if a quorum exists,
action on a matter by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast opposing the action,
unless the articles of incorporation or the Business Corporation Law requires a
greater number of affirmative votes. If the articles of incorporation or the
Business Corporation Law provides for voting by two or more voting groups on a
matter, other than the election of directors, action on that matter is taken
only when voted upon by each of those voting groups counted separately as
provided in the preceding sentence.
7. ACTION WITHOUT MEETING. Except as may otherwise be provided by the
----------------------
Business Corporation Law, action required or permitted by the Business
Corporation Law to be taken at a shareholders' meeting may be taken without a
meeting by all shareholders entitled to vote on the action.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors, irrespective of any personal interest of any of its members, may fix
the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or a
-------------------------
resident of the State of Wisconsin. The number of directors shall not be less
than one nor more than nine. The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If at any time the number of directors is not fixed by
the shareholders or directors, the number of directors shall be two until
changed by the directors or shareholders. Except as provided in the preceding
sentence, the number of directors shall be deemed to be fixed in these Bylaws as
the number fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the directors of the Corporation,
-------------------
including the initial directors of the Corporation, expire at the next annual
shareholders' meeting. A decrease in the number of directors may not shorten an
incumbent director's term. Despite the expiration of a director's term, the
director shall continue to serve, subject to the provisions of the Business
Corporation Law, until his or her successor is elected and, if necessary,
qualifies or until there is a decrease in the number of directors. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the vacancy may be filled by any of the following:
(a) the shareholders; (b) the Board of Directors; or (c) if the directors
remaining in office constitute fewer than a quorum of the Board of Directors,
the
4
<PAGE>
directors, by the affirmative vote of a majority of all directors remaining in
office. If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group may vote to fill
the vacancy if it is filled by the shareholders, and only the remaining
directors elected by that voting group may vote to fill the vacancy if it is
filled by the directors.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Law. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Law.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board
---------------------------------------
of Directors may be held without notice of the date, time, place or purpose of
the meeting. Written, or oral, notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. The notice shall comply with the Business Corporation Law. The notice
need not describe the purpose of the meeting. A director may waive any notice
required by the Business Corporation Law, by the articles of incorporation or by
these Bylaws before or after the date and time stated in the notice. A
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless the director at the beginning of the
meeting or promptly upon his or her arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice and retained by the
Corporation.
c. QUORUM AND ACTION. Except as provided in the Business Corporation Law,
-----------------
a quorum of the Board of Directors shall consist of a majority of the number of
directors specified in or fixed in accordance with these Bylaws. Except as
provided in the Business Corporation Law, if a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors. The Board of Directors may permit any or all directors to
participate in a regular or special meeting by, or to conduct the meeting
through use of, any means of communication by which any of the following occurs:
(a) all participating directors may simultaneously hear each other during the
meeting; or (b) all communication during the meeting is immediately transmitted
to each participating director, and each participating director is able
immediately to send messages to all other participating directors. If a meeting
will be conducted through the use of any means of communication described in the
preceding sentence, all participating directors shall be informed that a meeting
is taking place at which official business may be transacted. A director
participating in a meeting by any such means is deemed to be present in person
at the meeting.
5
<PAGE>
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
-----------------------
presided over by the following directors in the order of seniority and if
present and acting -the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Law.
6. COMMITTEES. The Board of Directors may create one or more committees,
----------
appoint members of the Board of Directors to serve on the committees and
designate other members of the Board of Directors to serve as alternates. Each
committee shall have two or more members. Members of a committee serve at the
pleasure of the Board of Directors. Except as provided in the Business
Corporation Law, the creation of a committee, appointment of members to it and
designation of alternate members, if any, must be approved by the greater of the
following: (a) a majority of all the directors in office when the action is
taken, or (b) the number of directors required by the articles of incorporation
or these Bylaws to take action under the provisions of the Business Corporation
Law. To the extent specified by the Board of Directors or these Bylaws, each
committee may exercise the authority of the Board of Directors except such
authority as may not be delegated under the Business Corporation Law.
7. ACTION WITHOUT MEETING. Action required or permitted by the Business
----------------------
Corporation Law to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board of
Directors. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director and retained by the
Corporation reflecting the action taken. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
ARTICLE III
------------
OFFICERS
--------
The Corporation shall have a President and a Secretary, and such other
officers as may be deemed necessary, who may be appointed by the directors by
resolution not inconsistent with these Bylaws. The same person may
simultaneously hold more than one office in the Corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform the
duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the
6
<PAGE>
responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or without
cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Law, the Corporation shall not be
required to have a seal.
ARTICLE VI
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
------------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws or adopt new Bylaws
except to the extent that any of the following applies: (a) the articles of
incorporation or the Business Corporation Law reserve this power exclusively to
the shareholders, or (b) the shareholders in adopting, amending or repealing a
particular Bylaw provide within the Bylaws that the Board of Directors may not
amend, repeal or readopt that Bylaw. The shareholders may amend or repeal these
Bylaws or adopt new Bylaws even though the Board of Directors may also amend or
repeal these Bylaws or adopt new Bylaws.
7
<PAGE>
Exhibit 3.60
ARTICLES OF INCORPORATION
OF
PARK PLAZA WILSONS, INC.
------------------------
_______________
The undersigned, an individual, does hereby act as incorporator in adopting
the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Arkansas Business
Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is PARK PLAZA WILSONS, INC.
SECOND: The number of shares the corporation is authorized to issue is one
------
hundred, all of which are without par value and are of the same class and are to
be Common shares.
THIRD: The street address of the initial registered office of the
-----
corporation in the State of Arkansas is One Riverfront Place, 8th Floor, North
Little Rock, Arkansas 72114.
The name of the initial registered agent of the corporation at the said
registered office is United States Corporation Company.
FOURTH: The name and the address of the incorporator are:
------
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The primary purposes for which the corporation is organized, which
-----
shall include the authority of the corporation to engage in any lawful business,
are as follows:
To buy, sell and generally deal in and with (at wholesale, retail
or both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
The foregoing clauses shall be construed as powers as well as purposes.
The enumeration herein of specific purposes and powers shall not be held to
limit or restrict in any way the general purposes and powers of the corporation.
The matters specified in any clause shall, except where
<PAGE>
otherwise expressed, be in no wise limited or restricted by reference to or
inference from the terms of any other clause of this or any other Article of
these Articles of Incorporation, but the purposes and powers specified in each
of the clauses of this Article shall be regarded as independent purposes and
powers.
SIXTH: The personal liability of the directors of the corporation is
-----
eliminated to the fullest extent permitted by the provisions of the Arkansas
Business Corporation Act, as the same may be amended and supplemented.
SEVENTH: The corporation shall, to the fullest extent permitted by the
-------
provisions of the Arkansas Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
EIGHTH: The duration of the corporation shall be perpetual.
------
Signed on March 23, 1993.
/s/ Athena Amaxas
-------------------------------------------------
Athena Amaxas, Incorporator
The undersigned agent named in the foregoing document hereby consents to its
appointment as such registered agent.
United States Corporation Company
By: /s/ Paul S. Allersmeyer
--------------------------------------------
Paul S. Allersmeyer, Vice-President
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PARK PLAZA WILSONS, INC.
I, the undersigned, Douglas J. Treff, the Vice President of Park Plaza
Wilsons, Inc., an Arkansas corporation (the "Corporation"), do hereby certify
that the following resolution as hereinafter set forth was adopted pursuant to
Section 4-27-1003 of the 1987 Business Corporation Act of the State of Arkansas
by written authorization of the Board of Directors and sole shareholder entitled
to vote on an amendment to the Articles of Incorporation of the Corporation,
dated October 31, 1996. The Corporation has 100 shares of Common Stock (the
"Common Stock") outstanding. The Common Stock is the only capital stock that
the Corporation has outstanding. The Corporation's sole shareholder voted all
of the Common Stock in favor of the proposed amendment to the Articles of
Incorporation in a written action in lieu of a meeting. The number of shares of
Common Stock voted in favor of the amendment to the Articles of Incorporation
was sufficient for approval of such amendment.
Article FIRST of the Articles of Incorporation of the Corporation be and
hereby is amended to read in its entirety as follows:
"FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of Arkansas Inc."
IN WITNESS WHEREOF, I have subscribed my name this 31st day of October,
1996.
/s/ Douglas J. Treff
--------------------------------------------
Douglas J. Treff
<PAGE>
Exhibit 3.61
AMENDED AND RESTATED BYLAWS
OF
WILSONS LEATHER OF ARKANSAS INC.
(an Arkansas Corporation)
________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the Arkansas
1987 Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by at least two officers designated by the Board of Directors, and must bear the
corporate seal or its facsimile. If a person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
record date for one or more voting groups in order to determine the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, provided, that a record date fixed under this
sentence may not be more than seventy days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is
<PAGE>
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
4 SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Arkansas as the directors shall from time to
time fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, if any, the President, or the Secretary or
by any officer instructed by the Board of Directors or the President to call the
meeting. Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Except as the Business Corporation
Act requires otherwise, such notice shall be given not more than sixty days nor
fewer than ten days before the meeting date. Unless the Business Corporation
Act, the Articles of Incorporation, or these Bylaws require otherwise, the
Corporation is required to give notice only to shareholders entitled to vote at
the meeting. Unless the Business Corporation Act or the articles of
incorporation require otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting is called. Notice
of a special meeting must include a description of the purpose or purposes for
which the meeting is called. A shareholder may waive any notice required by the
Business Corporation Act, the articles of incorporation, or the Bylaws before or
after the date and time stated in the notice. The waiver must be in writing, be
signed by the shareholders entitled to the notice, and be delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
The term "notice" as used in this paragraph shall mean either oral or written
notice as prescribed by the provisions of the Business Corporation Act.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder entitled to vote at the meeting, beginning two business days after
notice of the meeting is given for
2
<PAGE>
which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, his agent, or attorney,
is entitled on written demand to inspect and, subject to the requirements of the
Business Corporation Act, to copy the list, during regular business hours and at
the shareholder's expense during the period it is available for inspection. The
Corporation shall make the shareholders' list available at the meeting, and any
shareholder, his agent, or attorney is entitled to inspect the list at any time
during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of a proxy is effective when received by
the Secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven months, unless a longer period is expressly
provided in the appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the recognition procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
j. VOTING. Unless otherwise provided in the articles of
------
incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Business Corporation Act require a greater
number of affirmative votes.
3
<PAGE>
5. ACTION WITHOUT MEETING. Action on proposals to increase the
----------------------
capital stock or bond indebtedness of the Corporation may be taken without a
meeting of shareholders if one or more written consents, setting forth the
action so taken, shall be signed by all of the shareholders of the Corporation.
Any other action required or permitted by the Business Corporation Act to be
taken at a shareholders' meeting may be taken without a meeting if one or more
written consents, setting forth the actions so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Any written consent
executed by one or more shareholders pursuant to this paragraph shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. If the Business Corporation Act requires that notice of
proposed action be given to nonvoting shareholders and the action is to be taken
by written consent of the voting shareholders, the Corporation must give its
nonvoting shareholders, if any, written notice of the proposed action at least
ten days before the action is taken. The notice must contain or be accompanied
by the same material that, under the Business Corporation Act, would have been
required to be sent to nonvoting shareholders in a notice of meeting at which
the proposed action would have been submitted to the shareholders for action.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation set
------------------- ------------
forth in the articles of incorporation, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the Corporation
managed under the direction of, a Board of Directors. The Board of Directors may
fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder,
-------------------------
a citizen of the United States, or a resident of the State of Arkansas. The
number of directors shall not be less than one nor more than nine. The number
of directors may be fixed or changed from time to time, within such minimum and
maximum, by the shareholders or by the Board of Directors. If at any time the
number of directors is not fixed by the shareholders or directors, the number of
directors shall be two until changed by the directors or shareholders. Except
as provided in the preceding sentence, the number of directors shall be deemed
to be fixed in these Bylaws as the number fixed from time to time by the
shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, he
continues to serve until his successor is elected and qualifies or until there
is a decrease in the number of directors. If a vacancy occurs on
4
<PAGE>
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the shareholders or the Board of Directors may fill the
vacancy, or, if the directors remaining in office constitute fewer than a quorum
of the Board of Directors, they may fill the vacancy by the affirmative vote of
a majority of all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any special meeting need not describe the
purpose of the meeting. A director may waive any notice required by the
Business Corporation Act or by these Bylaws before or after the date and time
stated in the notice. A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting unless the director at
the beginning of the meeting or promptly upon his arrival objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Except as hereinbefore provided, a
waiver must be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
5
<PAGE>
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee shall be created pursuant to and governed in accordance with the
Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or appointed by a duly elected or appointed officer.
The same individual may simultaneously hold more than one office in the
Corporation.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the Corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
6
<PAGE>
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
Unless the articles of incorporation provide otherwise, the Board of
Directors or the shareholders may amend or repeal the Bylaws, in accordance with
the provisions of the Business Corporation Act.
7
<PAGE>
Exhibit 3.62
CERTIFICATE OF INCORPORATION
OF
CHRISTIANA WILSONS, INC.
-------------------------------
I, 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, do hereby certify as follows:
FIRST: The name of the corporation is
CHRISTIANA WILSONS, INC.
SECOND: Its registered office is to be located at 306 South State Street,
in the City of Dover, in the County of Kent, in the State of Delaware. The name
of its registered agent at that address is the United States Corporation
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 Delaware.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one hundred (100) shares, all of which are without par
value.
FIFTH: The name and the address of the single incorporator are
Ann Patalano 70 Pine Street
New York, New York 10270
SIXTH: The By-Laws of the corporation may be made, altered, amended,
changed, added to or repealed by the Board of Directors without the assent or
vote of the stockholders. Elections of directors need not be by ballot unless
the By-Laws so provide.
<PAGE>
SEVENTH: The corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate 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, I have hereunto set my hand and seal the 11th day of
January, 1985.
/s/ Ann Patalano
----------------------------------------(L.S.)
In the presence of:
____________________________________
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CHRISTIANA WILSONS, INC.
I, the undersigned, Douglas J. Treff, the Vice President of Christiana
Wilsons, Inc., a Delaware corporation (the "Corporation"), do hereby certify
that the following resolution as hereinafter set forth was adopted pursuant to
Section 242 of the Delaware Corporation Law Annotated by unanimous written
consent of the Board of Directors and sole shareholder entitled to vote on an
amendment to the Certificate of Incorporation of the Corporation, dated October
31, 1996.
Article FIRST of the Certificate of Incorporation of the Corporation be and
hereby is amended to read in its entirety as follows:
"FIRST: The name of the corporation is Wilsons Leather of Delaware
Inc."
IN WITNESS WHEREOF, I have subscribed my name this 31st day of October,
1996.
/s/ Douglas J. Treff
------------------------------------------------
Douglas J. Treff
<PAGE>
Exhibit 3.63
AMENDED AND RESTATED BY-LAWS
OF
WILSONS LEATHER OF DELAWARE INC.
I. OFFICES
Section 1.01. Registered Office. The Corporation shall maintain a
-----------------
registered office and registered agent within the State of Delaware at such
place within such State as may be designated from time to time by the Board of
Directors of the Corporation.
Section 1.02. Other Offices. The Corporation also may have offices at
-------------
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
II. STOCKHOLDERS
Section 2.01. Place of Meetings. Meetings of stockholders may be held
-----------------
at the principal executive offices of the Corporation or at such other place,
either within or without the State of Delaware, as may be designated by the
Board of Directors or the chief executive officer of the Corporation.
Section 2.02. Annual Meetings. An annual meeting of stockholders
---------------
shall be held in each calendar year for the election of directors on such date
and at such time as shall be designated from time to time by the Board of
Directors. Any other proper business may be transacted at the annual meeting,
provided that such business is specified in the notice of meeting (or a
supplement thereto) given by or at the direction of the Board of Directors, or
brought before the meeting by a stockholder.
Section 2.03. Special Meetings. Unless otherwise specifically
----------------
provided by law or the Certificate of Incorporation, a special meeting of
stockholders, for any purpose or purposes, may be called only by the Chairman or
the President and shall be called by either such officer upon the written
request of (a) a majority of the Board of Directors or by a committee of the
Board of Directors which has been duly designated by the Board of Directors, and
whose powers and authority, as expressly provided in a resolution of the Board
of Directors, include the power to call such meetings or (b) holders of a
majority of the outstanding capital stock of the Corporation. Such request shall
state the purpose or purposes of the proposed meeting. If the authorized
officers fail to cause such meeting to be called within thirty (30) days after
receipt of such request and held within ninety (90) days after receipt of such
request, the directors or stockholders making the request may call the meeting
by giving notice as provided in these By-Laws at the expense of the Corporation.
Business transacted at any special meeting shall be limited to the purposes
stated in the notice of the meeting.
<PAGE>
Section 2.04. Notice of Meetings. A written notice stating the place,
------------------
date and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be personally delivered or
mailed, postage prepaid, not less then ten (10) nor more than sixty (60) days
before the date of such meeting to each stockholder of record of the Corporation
entitled to vote at such meeting at the stockholder's mailing address shown upon
the records of the Corporation. Service of notice is complete upon mailing.
Section 2.05. Waiver of Notice. Notice of any annual or special
----------------
meeting of stockholders may be waived either before, at or after such meeting in
a writing signed by the person or persons entitled to the notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transacting of any business because the
meeting is not lawfully called or convened.
Section 2.06. Quorum. At each meeting of stockholders, except where
------
otherwise provided by law or the Certificate of Incorporation or these By-Laws,
the holders of a majority of the outstanding capital stock entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum. If a quorum is once present at the meeting, the stockholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 2.07. Adjourned Meetings. The stockholders present, though
------------------
less than a quorum, may, by majority vote, adjourn the meeting from time to time
to a later day or hour or to another place. If the adjournment is for more than
thirty (30) days, or if after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Otherwise, notice of any
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. At an adjourned meeting at
which a quorum is present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally
convened.
Section 2.08. Voting. Unless otherwise provided in the Certificate of
------
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall have one vote for each share of stock having voting power upon the matter
in question which is held by such stockholder and registered in the
stockholder's name on the books of the Corporation as of the applicable record
date. All elections of directors shall be conducted by written ballot, unless
the Certificate of Incorporation otherwise provides. The vote upon any other
question before a meeting need not be by written ballot, and need not be
conducted by inspectors, unless otherwise determined by the Board of Directors
or the officer presiding at the meeting. At all meetings of stockholders for the
election of directors a plurality of the votes cast shall be sufficient to elect
such directors. All other elections and questions at a meeting shall be decided
by a majority vote of the
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<PAGE>
number of shares entitled to vote represented at the meeting at the time of the
vote except where otherwise required by statute, the Certificate of
Incorporation or these By-Laws.
Section 2.09. Proxies. Each stockholder entitled to vote at a meeting
-------
of stockholders may authorize another person or persons to act for him or her by
proxy by an instrument executed in writing. If any such instrument designates
two or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one, shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide.
Section 2.10. Fixing Date for Determination of Stockholders of
-------------------------------------------------
Record.
- -----
(a) In order that the Corporation may determine the stockholders
entitled (i) to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) to express consent to corporate action in writing
without a meeting, or (iii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall be (X) not more than sixty (60) nor less than ten (10) days before the
date of any such meeting; (Y) not more than ten (10) days after the date upon
which the resolution fixing the record date for any written action is adopted by
the Board of Directors; and (Z) not more than sixty (60) days prior to any other
action.
(b) If no record date is fixed:
(i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, (A)
when no prior action by the Board of Directors is necessary, shall be
the day on which the first signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation,
and (B) when prior action by the Board of Directors is necessary,
shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
(iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
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(c) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 2.11. Action by Written Consent of Stockholders.
-----------------------------------------
(a) Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, to the principal place of business
of the Corporation or to the officer or agent of the Corporation having custody
of the minute book of the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by Section 2.11(a)
to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation as required by Section 2.11(a).
Section 2.12. Stockholder List. The officer of the Corporation who
----------------
has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list also shall be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.
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<PAGE>
III. BOARD OF DIRECTORS
Section 3.01. General Powers; Organization. The business of the
----------------------------
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders. The Board of Directors may annually elect a Chairman of
the Board from among its members who shall preside at its meetings, or in his or
her absence the President shall so preside, or in his or her absence a chairman
chosen at the meeting shall so preside. The Secretary shall act as secretary of
the meeting, but in his or her absence the chairman of the meeting may appoint
any person to act as secretary of the meeting. Any meeting of the Board of
Directors may be held within or without the State of Delaware.
Section 3.02. Number, Qualification and Term of Office. The number
----------------------------------------
of directors constituting the Board of Directors shall be fixed from time to
time by resolution of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 3.03 of
these By-Laws, and each director elected shall hold office for the term elected
and until his or her successor is duly elected and qualified. Any director may
resign at any time upon giving written notice to the Corporation. Directors
need not be stockholders.
Section 3.03. Vacancies. Vacancies and newly created directorships
---------
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, in their sole discretion and
whether or not constituting less than a quorum, and the directors so chosen
shall hold office until the next election of directors and until their
successors are duly elected and qualified, or until their earlier resignation,
retirement or removal.
Section 3.04. Regular Meetings. Regular meetings of the Board of
----------------
Directors may be held without notice at such time and place as may be designated
from time to time by the Board of Directors.
Section 3.05. Special Meetings. Special meetings of the Board of
----------------
Directors may be called from time to time by the Chairman, if any, or the
President, and, upon request by any two directors, shall be called by the
Chairman or the President.
Section 3.06. Notice of Special Meetings. Notice of each special
--------------------------
meeting of the Board of Directors stating the place, date and hour of the
meeting shall be given to each director by mail not less than forty-eight (48)
hours, or personally or by telephone, telegram, telex or cable not less than
twenty-four (24) hours, before the date and hour of the meeting.
Section 3.07. Waiver of Notice. Notice of any meeting of the Board
----------------
of Directors may be waived either before, at or after such meeting in a writing
signed by each director or
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directors to whom the notice was not duly given. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except when the
director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Section 3.08. Quorum. Unless otherwise specifically provided by law,
------
the Certificate of Incorporation or these By-Laws, at all meetings of the Board
of Directors, a majority of the total number of directors shall constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 3.09. Committees of Directors.
-----------------------
(a) The Board of Directors may, by resolution adopted by a majority
of the total number of directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation and to
have such name as may be determined by the Board of Directors. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.
(b) Any committee, to the extent allowed by law and provided in the
resolution designating the committee, may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the corporate seal, if any, to be affixed to all papers that may
require it.
(c) Each committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. Unless the Board of
Directors otherwise provides, each committee may make, alter and repeal rules
for the conduct of its business. In the absence of such rules each committee
shall conduct its business in the same manner as the Board of Directors conducts
it business pursuant to these By-Laws.
Section 3.10. Conference Communications. Directors may participate
-------------------------
in any meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of a conference telephone conversation or other comparable
method of communication by which all persons participating in the meeting can
hear and communicate with each other. For the purpose of establishing a quorum
and taking any action at the meeting, such directors participating pursuant to
this Section 3.10 shall be deemed present in person at the meeting; and the
place of the meeting shall be the place of origination of the conference
telephone conversation or other comparable method of communication.
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<PAGE>
Section 3.11. Action by Written Consent of Directors. Any action
--------------------------------------
required or permitted to be taken at a meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all directors or committee
members consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or the committee.
Section 3.12. Compensation. The Board of Directors shall have the
------------
authority to fix the compensation of directors.
IV. OFFICERS
Section 4.01. Number. The Board of Directors shall elect a
------
President, a Secretary and a Treasurer, and it may, if it so determines, elect a
Chairman of the Board from among its members. The Board of Directors also may
choose one or more Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers or any other officers or agents as the Board of
Directors by a majority vote of the total number of directors may designate.
Any person may hold two or more offices.
Section 4.02. Election, Term of Office and Qualifications. The Board
-------------------------------------------
of Directors shall elect the officers of the Corporation, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
not inconsistent with these By-Laws as shall be determined from time to time by
the Board of Directors. All officers of the Corporation shall hold their
offices until their respective successors are elected and qualified, or until
their respective offices are eliminated by vote of the majority of all
directors, or until their earlier resignation, retirement or removal. Officers
may be, but need not be, directors. Any officer may resign at any time upon
written notice to the Corporation.
Section 4.03. Compensation. The salaries of the officers of the
------------
Corporation shall be fixed from time to time by the Board of Directors or by the
chief executive officer if authorized by the Board of Directors.
Section 4.04. Removal and Vacancies. Any officer may be removed from
---------------------
office, with or without cause, by a majority vote of the total number of
directors, but such removal shall be without prejudice to the contract rights of
such officer, if any, with the Corporation. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors.
Section 4.05. Chief Executive Officer. The Board of Directors shall
-----------------------
designate the Chairman or the President as the chief executive officer of the
Corporation. If there be no Chairman, the President shall be the chief
executive officer. The chief executive officer shall have the general powers
and duties of management and supervision usually vested in and imposed upon the
chief executive officer of a corporation. The chief executive officer shall
preside at all meetings of the stockholders.
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<PAGE>
Section 4.06. Chairman of the Board. The Chairman, if one is
---------------------
elected, shall preside at all meetings of the Board of Directors. During the
absence or disability of the President, the Chairman shall exercise all the
powers and discharge all the duties of the President.
Section 4.07. President. The President, subject to the control of
---------
the Board of Directors and the Chairman (if the Chairman is the chief executive
officer of the Corporation), shall have general supervision of the business of
the Corporation, shall maintain the stock ledger and prepare the stockholder
list as required by these By-Laws, and shall see that all orders and resolutions
of the Board of Directors are carried into effect. During the absence or
disability of the Chairman or if there be no Chairman, the President shall
preside at all meetings of the Board of Directors.
Section 4.08. Vice-Presidents. During the absence or disability of
---------------
the Chairman and the President, the Vice-President (or in the event there be
more than one Vice-President, the Vice-Presidents in the order designated by the
Board of Directors or, in the absence of any designation, in the order they were
first elected as Vice-Presidents) shall perform the duties and have the
authority of the President.
Section 4.09. Secretary. The Secretary shall keep the minutes of the
---------
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose and shall perform such other ministerial duties
as the Board of Directors of the Corporation may direct. The Secretary shall
duly give notice of all meetings of the stockholders, special meetings of the
Board of Directors and meetings of its committees, if any. The Secretary shall
not be deemed an executive officer of the Corporation.
Section 4.10. Treasurer. The Treasurer shall keep accurate accounts
---------
of all moneys of the Corporation received or disbursed. He or she shall deposit
all moneys, drafts and checks in the name of and to the credit of the
Corporation in such banks and depositaries as a majority of the whole Board of
Directors shall from time to time designate. The Treasurer shall have power to
endorse for deposit all notes, checks and drafts received by the Corporation. He
or she shall disburse the funds of the Corporation as ordered by the Board of
Directors, making proper vouchers therefor. The Treasurer shall render to the
Board of Directors or the chief executive officer of the Corporation, whenever
required, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.
Section 4.11. Authority and Other Duties. All officers of the
--------------------------
Corporation shall be subject to the supervision and direction of the Board of
Directors and, in addition to the foregoing authority and duties, all officers
of the Corporation shall respectively have such authority and perform such other
duties in the management of the business of the Corporation as may be designated
from time to time by the Board of Directors. Unless prohibited by a resolution
approved by the affirmative vote of a majority of the directors present, an
officer elected or
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appointed by the Board may, without the approval of the Board, delegate some or
all of the duties and powers of his or her office to other persons.
V. INDEMNIFICATION
Section 5.01. Indemnification. The Corporation shall indemnify such
---------------
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by subsections (a)
through (e) of Section 145 of the Delaware General Corporation Law, as amended
from time to time.
Section 5.02. Insurance. The Corporation may purchase and maintain
---------
insurance on behalf of any person who 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, partnership, joint
venture, trust or other enterprise, against any liability asserted against and
incurred by such person in or arising from that capacity, whether or not the
Corporation would otherwise be required or permitted to indemnify the person
against the liability. The Company shall not be obligated under these By-Laws
to make any payment in connection with any claim made against any person if and
to the extent that such person has actually received payment therefor under any
insurance policy or policies.
VI. STOCK
Section 6.01. Certificates for Stock. Every holder of stock in the
----------------------
Corporation shall be entitled to a certificate, to be in such form as shall be
prescribed by the Board of Directors, certifying the number of shares owned by
him or her. The certificates for such shares shall be numbered in the order in
which they shall be issued and shall be signed in the name of the Corporation by
the Chairman, the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of
the Corporation, if any, shall be affixed thereto.
Section 6.02. Issuance of Stock. The Board of Directors is
-----------------
authorized to cause to be issued stock of the Corporation up to the full amount
authorized by the Certificate of Incorporation in such amounts and for such
consideration as may be determined by the Board of Directors. No shares shall
be allotted except in consideration of cash, labor, personal property, or real
property, or leases thereof, or of an amount transferred from surplus to stated
capital upon a stock dividend. At the time of such allotment of stock, the
Board of Directors shall state its determination of the fair value to the
Corporation in monetary terms of any consideration other than cash for which
shares are allotted. The amount of consideration to be received in cash or
otherwise shall not be less than the par value of the shares so allotted. Stock
so issued shall be fully paid and nonassessable. Treasury shares may be
disposed of by the Corporation for such consideration as may be fixed by the
Board of Directors.
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<PAGE>
Section 6.03. Partly Paid Stock. The Corporation may issue the whole
-----------------
or any part of its stock as partly paid and subject to call for the remainder of
the consideration to be paid therefor. Upon the face or back of each
certificate issued to represent any such partly paid stock, the total amount of
the consideration to be paid therefor and the amount paid thereon shall be
stated. The Board of Directors may, from time to time, demand payment in respect
of each share of stock not fully paid, of such sum of money as the necessities
of the business may, in the judgment of the Board of Directors, require, not
exceeding in the whole the balance remaining unpaid on such stock, and such sum
so demanded shall be paid to the Corporation at such times and by such
installments as the directors shall direct.
Section 6.04. Registered Stockholders. The Corporation shall be
-----------------------
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
Section 6.05. Transfers of Stock. Transfers of stock on the books of
------------------
the Corporation may be authorized only by the stockholder named in the
certificate, the stockholder's legal representative or the stockholder's duly
authorized attorney-in-fact and upon surrender of the certificate or the
certificates for such stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. No new certificate or certificates shall be issued
in exchange for any existing certificate until such certificate shall have been
so cancelled, except in cases provided for in Section 6.06.
Section 6.06. Lost, Stolen or Destroyed Certificates. Any
--------------------------------------
stockholder claiming a certificate for stock to be lost, stolen or destroyed
shall make an affidavit of that fact in such form as the Corporation may require
and shall, if the Corporation so requires, give the Corporation a bond of
indemnity in form, in an amount, and with one or more sureties satisfactory to
the Corporation, to indemnify the Corporation against any claims which may be
made against it on account of the alleged loss, theft or destruction of the
certificate or issuance of such new certificate. A new certificate may then be
issued in the same tenor and for the same number of shares as the one claimed to
have been lost, stolen or destroyed.
Section 6.07. Facsimile Signatures. Whenever any certificate is
--------------------
countersigned by a transfer agent or by a registrar other than the Corporation
or one of its employees, then the signatures of the officers or agents of the
Corporation may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before
such certificate is issued, it nevertheless may be issued by the Corporation as
though the person who signed such
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<PAGE>
certificate or whose facsimile signature or signatures had been placed thereon
were such officer, transfer agent or registrar at the date of issue.
VII. MISCELLANEOUS
Section 7.01. Dividends. The Board of Directors may declare at any
---------
regular or special meeting dividends from the Corporation's surplus, or if there
be none, out of its net profits for the current fiscal year and/or the preceding
fiscal year, in such amounts as in their opinion the condition of the affairs of
the Corporation shall render it advisable unless otherwise restricted by law.
Dividends may be paid in cash, in property or in shares of capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation.
Section 7.02. Interested Directors and Officers. No contract or
---------------------------------
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for that reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his, her
or their votes are counted for such purpose, if: (a) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (b) the material
facts as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
Section 7.03. Voting Securities Held by the Corporation. Unless
-----------------------------------------
otherwise ordered by the Board of Directors, powers of attorney, proxies,
waivers of notice of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on behalf
of the Corporation by the Chairman or the President, and either such officer
may, in the name of and on behalf of the Corporation, take all such action as
such officer may deem advisable to vote in person or by proxy at any meeting of
security holders of other corporations in which the Corporation may hold
securities, and at any such meeting such officer shall possess and may exercise
any and all rights and powers incident to the ownership of such securities that
the Corporation might have possessed and exercised if it had been present. The
Board of Directors may from time to time confer like powers upon any other
person or persons.
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<PAGE>
Section 7.04. Execution of Instruments.
------------------------
(a) All deeds, mortgages, bonds, checks, contracts and other
instruments pertaining to the business and affairs of the Corporation shall be
signed on behalf of the Corporation by the Chairman, the President or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
(b) If a document must be executed by persons holding different
offices or functions and one person holds such offices or exercises such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.
Section 7.05. Advances. The Corporation may, without a vote of the
--------
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 7.06. Fiscal Year. The fiscal year end of the Corporation
-----------
shall be fixed from time to time by resolution of the Board of Directors.
Section 7.07. Corporate Seal. The corporate seal, if one is adopted
--------------
by the Board of Directors, shall be circular in form and shall have inscribed
thereon the name of the Corporation, the word "Delaware" and the words
"Corporate Seal." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise placed on any document
requiring it.
Section 7.08. Power to Amend. These By-Laws may be altered, amended
--------------
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, if such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal these By-Laws is conferred upon the Board of Directors
by the Certificate of Incorporation, it shall not divest or limit the power of
the stockholders to adopt, amend or repeal these By-Laws.
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Exhibit 3.64
ARTICLES OF INCORPORATION
(ATTACH CONFORMED COPY)
[X] PROFIT [_] NONPROFIT
(Mark appropriate box)
The undersigned persons, pursuant to Section 79-4-2.02 (if a profit
corporation) or Section 79-11-137 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:
1. The Name of the corporation is
Wilsons Leather of Mississippi Inc.
----------------------------------------------------------------------
----------------------------------------------------------------------
2. Domicile address is 7401 Boone Avenue North
---------------------------------------------------
STREET
Minneapolis, Minnesota 55428
----------------------------------------------------------------------
CITY/STATE/COUNTY/ZIP
3. FOR NONPROFITS ONLY: The period of duration is _____________ years
or ____________ perpetual.
4. (a) The number (and classes, if any) of shares the corporation is
authorized to issue is (are) as follows (THIS IS FOR PROFIT ONLY):
Classes(es) No. of shares authorized
----------- ------------------------
Common Stock, $.01 par value 100
---------------------------- -------------------------
____________________________ _________________________
____________________________ _________________________
(b) if more than one (1) class of shares is authorized, the
preferences, limitations, and relative rights of each class are as
follows:
N/A
5. The street address of its initial registered office is
506 South President Street
----------------------------------------------------------------------
STREET
Jackson, Mississippi 39201
----------------------------------------------------------------------
CITY/STATE/ZIP
and the name of its initial registered agent at such address is
Corporation Service Company
----------------------------------------------------------------------
6. The name and complete address of each incorporator is as follows
(PLEASE TYPE OR PRINT):
Amy M. Greene, 2200 Norwest Center, 90 South Seventh Street
----------------------------------------------------------------------
Minneapolis, Minnesota 55402
----------------------------------------------------------------------
NAME/STREET ADDRESS/CITY/STATE/ZIP
<PAGE>
7. DENY PREEMPTIVE RIGHTS
----------------------
No holder of any of the shares of any class of the corporation shall
be entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class of the corporation which the corporation proposes to issue
or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued if the same have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options may be granted by the
Board of Directors to such individuals and entities, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
8. LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION
------------------------------------------------------
a. The liability of the directors of the corporation is eliminated to
the fullest extent permitted by the provisions of the Mississippi Business
Corporation Act, as the same may be amended and supplemented.
b. The corporation shall, to the fullest extent permitted by the
provisions of the Mississippi Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, 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, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
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.
9. DENIAL CUMULATIVE VOTING
------------------------
Shareholders shall not have a right to cumulate their votes.
/s/ Amy M. Greene
---------------------------------
-----------------------------
Incorporator (Signature)
Amy M. Greene, Incorporator
<PAGE>
Exhibit 3.65
BYLAWS
OF
WILSONS LEATHER OF MISSISSIPPI INC.
(a Mississippi corporation)
_______
ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing shares of the
------------------
corporation shall set forth thereon the statements prescribed by Section 79-4-
6.25 of the Mississippi Business Corporation Act (the "Business Corporation
Act") and by any other applicable provision of law, must be signed, either
manually or in facsimile, by two officers designated by the Board of Directors,
and may bear the corporate seal or its facsimile. If a person who signed,
either manually or in facsimile, a share certificate no longer holds office when
the certificate is issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation, or with a transfer agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, if any. Except as may be otherwise
provided by law or these Bylaws, the person in whose name shares stand on the
books of the corporation shall be deemed the owner thereof for all purposes as
regards the corporation; provided that whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact, if known to the
Secretary of the corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
record date for one or more voting groups in order to determine the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, provided, that a record date fixed under this
sentence may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting.
<PAGE>
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right
------------------------
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
5. SHAREHOLDER MEETINGS.
--------------------
(a) TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
(b) PLACE. Annual meetings and special meetings shall be held at
-----
such place in or out of the State of Mississippi as the directors shall from
time to time fix.
(c) CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, if any, the President, or the Secretary or
by any officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
corporation shall notify shareholders of each annual and special shareholders'
meeting. Such notice shall be given no fewer than ten (10) nor more than sixty
(60) days before the meeting date. Unless the Business Corporation Act or the
articles of incorporation require otherwise, notice of an annual meeting need
not include a description of the purpose or purposes for which the meeting is
called. Notice of a special meeting must include a description of the purpose
or purposes for which the meeting is called. The corporation shall give notice
to shareholders not entitled to vote in any instance where such notice is
required by the provisions of the Business Corporation Act. A shareholder may
waive any notice required by the Business Corporation Act, the articles of
incorporation or the Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the shareholder entitled to
the notice, and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting; and waives objection to consideration of
a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented. The term "notice" as used in this paragraph
shall mean either oral or written notice as prescribed by the provisions of
Section 79-4-1.41 of the Business Corporation Act.
<PAGE>
(e) VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder entitled to vote at the meeting, beginning two (2) business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, at the corporation's principal office or at a
place identified in the meeting notice in the city where the meeting will be
held. A shareholder, his or her agent or attorney is entitled on written demand
to inspect and, subject to the requirements of Section 79-4-16.02(c) of the
Business Corporation Act, to copy the list during regular business hours and at
his or her expense, during the period it is available for inspection. The
corporation shall make the shareholders' list available at the meeting, and any
shareholder, his or her agent or attorney, is entitled to inspect the list at
any time during the meeting or any adjournment.
(f) CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his or her absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him by signing an appointment form, either personally or by
his or her attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for eleven (11) months, unless a longer period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
(h) SHARES HELD BY NOMINEES. The corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
(i) QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provide otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
<PAGE>
(j) VOTING. A shareholder shall have one vote for each share held
------
which is entitled to vote.
6. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a shareholders' meeting may be taken
without a meeting if the action is taken by all the shareholders entitled to
vote on the action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. The corporation must give any
required notice to nonvoting shareholders, if any.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation set
----------------------------------
forth in the articles of incorporation, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
managed under the direction of, a Board of Directors. The Board may fix the
compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder,
-------------------------
a citizen of the United States, or a resident of the State of Mississippi. The
initial Board of Directors shall consist of two (2) persons, which shall be the
number of directors until changed. Thereafter, the number of directors shall not
be less than one (1) nor more than twelve (12). The number of directors may be
fixed or changed from time to time, within such minimum and maximum, by the
shareholders or by the Board of Directors. If not so fixed, the number shall be
two (2). The number of directors shall never be less than one. After shares
are issued, only the shareholders may change the range for the size of the Board
of Directors, or change from a fixed to a variable-range size Board or vice
versa.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. If a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the vacancy may be filled in accordance with the provisions
of Section 79-4-8.10 of the Business Corporation Act.
4. MEETINGS.
--------
(a) TIME. Meetings shall be held at such time as the Board shall
----
fix.
(b) PLACE. The Board of Directors may hold regular or special
-----
meetings in or out of the State of Mississippi at such place as shall be fixed
by the Board.
(c) CALL. No call shall be required for regular meetings for which
----
the time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the
<PAGE>
Board, if any, of the Vice-Chairman of the Board, if any, of the President, or
of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any special meeting need not describe the
purpose of the meeting. A director may waive any notice required by the Business
Corporation Act or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting or promptly upon the director's arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Except as
hereinbefore provided, a waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records.
(e) QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. Except as otherwise herein provided or except as any provision of
law may otherwise require, if a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
(f) CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders or directors may remove
--------------------
one or more directors with or without cause pursuant to the provisions of
Section 79-4-8.08 of the Business Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee must have two (2) or more members, who serve at the pleasure of the
Board of Directors. The creation of a committee and the appointment of members
to it must be approved by the greater of (a) a majority of all the directors in
office when the action is taken; or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
Section 79-4-8.24 of the Business Corporation Act. The provisions of Sections
79-4-8.20 through 79-4-8.24, which govern meetings, action without meetings,
notice, waiver of notice, quorum and voting requirements apply to committees and
their members as well. To the extent specified by the Board of Directors or
these Bylaws, each committee may exercise the authority of the Board of
Directors except such authority as may not be delegated under the Business
Corporation Act.
<PAGE>
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents describing the action
taken, signed by each director, and included in the minutes or filed with the
corporate records reflecting the action taken. Action taken under this
paragraph is effective when the last director signs the consent, unless the
consent specifies a different prior or subsequent effective date.
ARTICLE III
OFFICERS
1. The corporation shall have a President and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or appointed by a duly elected or appointed officer.
The same individual may simultaneously hold more than one office in the
corporation.
2. Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
3. Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparing and maintaining custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
4. The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
1. The address of the initial registered office of the corporation
and the name of the initial registered agent of the corporation are set forth in
the original articles of incorporation.
ARTICLE V
CORPORATE SEAL
1. The corporate seal of the corporation shall be a circular
embossed seal having inscribed thereon the name of the corporation and the
following words:
<PAGE>
"Corporate Seal Mississippi".
ARTICLE VI
FISCAL YEAR
1. The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
1. The Board of Directors may amend or repeal the Bylaws unless the
articles of incorporation or the Business Corporation Act reserve this power
exclusively to the shareholders in whole or in part, or unless the shareholders
in amending or repealing a particular bylaw provide expressly that the Board of
Directors may not amend or repeal that bylaw. The corporation's shareholders may
also amend or repeal the Bylaws.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Wilsons Leather of Mississippi Inc., a corporation of the State
of Mississippi, as in effect on the date hereof.
Dated: August 16, 1996
WILSONS LEATHER OF MISSISSIPPI INC.
By_________________________________
Its Secretary
(SEAL)
<PAGE>
Exhibit 3.66
ARTICLES OF INCORPORATION
-------- -- -------------
OF
WILSONS/GEORGETOWN LEATHER DESIGN OF ST. LOUIS, MO., INC.
------- ---------- ------- ------ -- -- ----- -- ---
THE UNDERSIGNED, being a natural person of the age of eighteen years or
more, and acting as the incorporator of a corporation to be organized pursuant
to the provisions of The General and Business Corporation Law of Missouri, does
hereby adopt the following Articles of Incorporation.
ARTICLE ONE
------- ---
The name of the corporation is WILSONS/GEORGETOWN LEATHER DESIGN OF ST.
LOUIS, MO., INC.
ARTICLE TWO
------- ---
The address of the initial registered office of the corporation in the
State of Missouri is 300-B East High Street, in the City of Jefferson 65101,
and the name of its initial registered agent at such address is United States
Corporation Company.
ARTICLE THREE
------- -----
The aggregate number of shares which the corporation shall have authority
to issue is one hundred, all of which are without par value and all of which are
of one class and are designated as Common shares.
ARTICLE FOUR
------- ----
The name of the place of residence of the incorporator are as follows:
NAME RESIDENCE
---- ---------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
ARTICLE FIVE
------- ----
The number of directors to constitute the first Board of Directors of the
corporation is five. Thereafter the number of directors of the corporation
shall be fixed by, or in the manner provided in, its Bylaws. Any changes in the
number of directors shall be reported to the Secretary of State of the State of
Missouri within thirty calendar days of such change.
<PAGE>
ARTICLE SIX
------- ---
The duration of the corporation is to be perpetual.
ARTICLE SEVEN
------- -----
The corporation is formed to engage in any lawful business, and without
limiting the generality of the foregoing, for the following purposes:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have all of the powers conferred upon corporations organized under
The General and Business Corporation Law of Missouri.
ARTICLE EIGHT
------- -----
1. The Board of Directors may make, alter, and repeal the Bylaws of the
corporation except any Bylaw the control over which is vested in the
shareholders entitled to vote under the provisions of The General Business and
Corporation Law of Missouri.
2. The corporation shall, to the fullest extent permitted by the
provisions of The General and Business Law of Missouri, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all expenses,
liabilities, or other matters referred to in or covered by said provisions.
Signed on May 19, 1993
/s/ Athena Amaxas
------------------------------------
Athena Amaxas, Incorporator
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, a notary public, do hereby certify that on the 19th day of May,
1993, personally appeared before me, Athena Amaxas, who being by me first duly
sworn, declared that she is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.
/s/ Ann Patalano
--------------------------------------
Notary Public
(NOTARIAL SEAL)
<PAGE>
Statement of Change of Business Office
of a Registered Agent
Charter No. 00381372
------------------
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law,"
represents that:
1. The name of the corporation/limited partnership is WILSONS/GEORGETOWN
LEATHER DESIGN OF ST. LOUIS, MO., INC.
2. The name of this registered agent is United States Corporation Company
3. The address, including street number, if any, of the present business
office of the registered agent is 300-B East High Street, Jefferson City,
Missouri 65101
4. The address, including street number, if any, of the business office of the
registered agent is hereby changed to 222 East Dunklin Street, Jefferson
City, Missouri 65101
5. Notice in writing of the change has been mailed by the registered agent to
the corporation/limited partnership named above.
6. The address of the registered office of the corporation/limited partnership
named above and the business office of the registered agent, as changed, is
identical.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its president or vice president, attested by its
secretary or assistant secretary this 20th day of December, 1995.
UNITED STATES CORPORATION COMPANY
By /s/ William G. Popeo
--------------------------------------
William G. Popeo
(Corporate Seal)
If no seal, state "none".
Attest:
/s/ John H. Pelletier
- ------------------------------------
John H. Pelletier
<PAGE>
State of New York )
) ss
County of New York )
On this 20th day of December in the year 1995, before me Irene Chen, a Notary
Public in and for said state, personally appeared William G. Popeo, Vice
President, United States Corporation Company known to me to be the person who
executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/s/ Irene Chen
--------------------------------------
My commission expires March 21, 1996
(Notarial Seal)
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WILSONS/GEORGETOWN LEATHER DESIGN OF ST. LOUIS, MO., INC.
We, the undersigned, Douglas J. Treff and Corrine G. Lapinsky, Vice
President and Secretary, respectively, of Wilsons/Georgetown Leather Design of
St. Louis, MO., Inc., a Missouri corporation (the "Corporation"), do hereby
certify that the following resolution as hereinafter set forth was adopted
pursuant to Section 351.090 of the Missouri General and Business Corporation Law
(the "MGBCL") by written authorization of the sole shareholder entitled to vote
on an amendment to the Articles of Incorporation of the Corporation, dated
October 31, 1996. The Corporation has 100 shares of Common Stock (the "Common
Stock") outstanding. The Common Stock is the only capital stock that the
Corporation has outstanding. The Corporation's sole shareholder voted all of
the Common Stock in favor of the proposed amendment to the Articles of
Incorporation by written authorization pursuant to Section 351.273 of the MGBCL.
The number of shares of Common Stock voted in favor of the amendment to the
Articles of Incorporation was sufficient for approval of such amendment.
Article One of the Articles of Incorporation of the Corporation be and
hereby is amended to read in its entirety as follows:
"ARTICLE ONE
------- ---
The name of the corporation is Wilsons Leather of Missouri Inc."
<PAGE>
IN WITNESS WHEREOF, I have subscribed my name this 11th day of
November, 1996.
/s/ Douglas J. Treff
-------------------------------------
Douglas J. Treff, Vice President
(Corporate Seal)
Attest:
/s/ Corrine G. Lapinsky
- ------------------------------------
Corrine G. Lapinsky, Secretary
State of Minnesota )
)SS.
County of Hennepin )
I, Amy M. Greene, a Notary Public, do hereby certify that on the 11th
day of November, 1996, personally appeared before me Douglas J. Treff who
declares he is the Vice President of the Corporation executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
(Notarial Seal) /s/ Amy M. Greene
-------------------------------------
Notary Public
My commission expires 1/31/00
----------------
<PAGE>
Exhibit 3.67
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF MISSOURI INC.
(a Missouri corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates representing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by Section 351.295
of the Missouri General and Business Corporation Law (the "Business Corporation
Law") and by any other applicable provision of law, shall be signed by the
President or a Vice-President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation, and sealed with the seal
of the Corporation or a facsimile thereof, which may be engraved or printed.
Any or all the signatures on the certificate may be facsimile, engraved, or
printed. In case any such officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed on a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if such person were such officer, transfer agent, or registrar at
the date of issue.
No certificate shall be issued for any share until such share is fully
paid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the Corporation, shall
be so expressed in the entry of transfer.
<PAGE>
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors shall have
----------------------------
power to close the transfer books of the Corporation for a period not exceeding
seventy days preceding the date of any meeting of shareholders or the date of
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares shall go into effect; provided,
however, that in lieu of closing the stock transfer books, unless prohibited by
the Bylaws, the Board of Directors may fix in advance a date, not exceeding
seventy days preceding the date of any meeting of shareholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at the meeting, and any adjournment or postponement of the
meeting, or entitled to receive payment of the dividend, or entitled to the
allotment of rights, or entitled to exercise the rights in respect of the
change, conversion, or exchange of shares. In such case only the shareholders
who are shareholders of record on the date of closing the transfer books or on
the record date so fixed shall be entitled to notice of, and to vote at, the
meeting, and any adjournment or postponement of the meeting, or to receive
payment of the dividend, or to receive the allotment of rights, or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after the date of closing of the transfer books or
the record date fixed as mentioned in this section.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right
------------------------
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Law confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
5. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the 1st day of June, or
----
if such day be not a business day, then on the next succeeding business day. A
special meeting shall be held on the date fixed from time to time by the
directors except when the Business Corporation Law confers the right to call a
special meeting upon the shareholders.
b. PLACE. Annual meetings shall be held at the principal office of
-----
the Corporation, whether within or without the state of Missouri, or at such
other place as may be designated by the Board of Directors. Special meetings
shall be held at such place within or without the State of Missouri as the Board
of Directors shall from time to time fix.
<PAGE>
c. CALL. Annual meetings and special meetings may be called by the
----
directors or the President or the Secretary or by any officer instructed by the
directors or the President to call the meeting.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or
-------------------------------------------------
printed notice of each meeting of shareholders stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or given not less than ten nor
more than seventy days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. The notice of any annual or special meeting shall also include,
or be accompanied by, any additional statements, information, or documents
prescribed by the Business Corporation Law. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid. Attendance of a shareholder at any meeting shall
constitute a waiver of notice of the meeting, except where the shareholder
attends the meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
e. VOTING LIST. The officer or agent having charge of the stock
-----------
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order with the address of and the number of shares held by each.
The list shall be kept on file at the registered office of the Corporation in
the State of Missouri for a period of at least ten days prior to the meeting and
shall be subject to inspection by any shareholder at any time during usual
business hours. The list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book or duplicate thereof kept in the State of Missouri shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of shareholders.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
convened and presided over by one of the following officers in the order of
seniority and if present and acting - the Chairman of the Board of Directors, if
any, the Vice-Chairman of the Board of Directors, if any, the President, a Vice-
President, or, if none of the foregoing is in office and present and acting, by
a chairman to be chosen by the shareholders. The Secretary of the Corporation,
or in his absence, an Assistant Secretary, shall act as secretary of every
meeting, but, if neither the Secretary nor an Assistant Secretary is present,
the Chairman of the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. Every shareholder may authorize another
--------------------
person or persons to act for him by proxy in all matters in which a shareholder
is entitled to participate, whether for the purposes of determining his presence
at a meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or
<PAGE>
dissent without a meeting, or otherwise. Every proxy shall be executed in
writing by the shareholder, or by his duly authorized attorney-in-fact, and
filed with the Secretary of the Corporation. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
h. QUORUM. Except as may otherwise be provided by the articles of
------
incorporation or these Bylaws, a majority of the outstanding shares entitled to
vote at any meeting, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a quorum shall be attained,
the shareholders represented at any such meeting shall have the right
successively to adjourn the meeting as provided in Section 351.268 of the
Business Corporation Law.
i. VOTING. Unless otherwise provided in the articles of
------
incorporation, each outstanding share entitled to vote under the provisions of
the articles of incorporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. In the election of directors,
shareholders shall not be entitled to cumulate their votes. Except as the
Business Corporation Law, the articles of incorporation, or these Bylaws shall
otherwise provide, the affirmative vote of the majority of the shares
represented at the meeting, a quorum being present, shall be valid as an act of
the shareholders.
6. WRITTEN ACTION. Any action required by the Business Corporation
--------------
Law to be taken or which may be taken at a meeting of the shareholders may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders and shall be filed with the
Secretary of the Corporation.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. The property and business of
------------------- ------------
the Corporation shall be controlled and managed by a Board of Directors. The
Board of Directors may set the compensation of directors.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
-------------------------
person of full age. A director need not be a shareholder or a resident of the
State of Missouri. The Board of Directors shall consist of three persons, which
shall be the fixed number of directors until changed. The number of directors
may be increased or decreased pursuant to the provisions of the Business
Corporation Law.
3. ELECTION AND TERM. The initial Board of Directors shall consist
-----------------
of the directors designated and elected by the incorporators and shall hold
office until the first annual meeting of shareholders and until their successors
have been elected and qualified. Thereafter, directors who are elected at an
annual meeting of shareholders, and directors who are elected in
<PAGE>
the interim to fill vacancies and newly created directorships, shall hold office
until the next succeeding annual meeting of shareholders and until their
successors have been elected and qualified. Except as may otherwise be provided
by the articles of incorporation, any vacancy or vacancies in the Board of
Directors and newly created directorships may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, until the next election of directors by the shareholders of the
Corporation.
4. MEETINGS.
--------
a. TIME. Meetings shall be held at such time as the Board of
----
Directors shall fix, except that the first meeting of a newly elected Board of
Directors shall be held as soon after its election as the directors may
conveniently assemble.
b. PLACE. Meetings shall be held at such place within or without the
-----
State of Missouri as shall be fixed by the Board of Directors.
c. CALL. No call shall be required for regular meetings for which
----
the time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, of the President, or of a majority of the
directors in office.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
---------------------------------------
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any regular meeting need not specify the
business to be transacted or the purpose of the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of the meeting, except
where the director attends the meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened.
e. QUORUM AND ACTION. Except as may otherwise be provided in the
-----------------
articles of incorporation or these Bylaws, a majority of the full Board of
Directors shall constitute a quorum for the transaction of business. Except as
herein otherwise provided, and except as may be otherwise provided by the
Business Corporation Law, or the articles of incorporation, the act of the Board
of Directors shall be the act of a majority of the directors present at a
meeting at which a quorum is present. Members of the Board of Directors or any
committee designated thereby may participate in a meeting of said Board of
Directors or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other, and participation by such means shall be deemed to constitute
presence at a meeting.
f. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the
<PAGE>
Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of
Directors, if any, the President, or any other director chosen by the Board of
Directors.
5. REMOVAL OF DIRECTORS. Directors may be removed with or without
--------------------
cause pursuant to the provisions of the Business Corporation Law.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
----------
majority of the full Board of Directors, may designate two or more directors to
constitute a committee, which, to the extent provided in the resolution, shall
have and exercise all of the authority of the Board of Directors in the
management of the Corporation.
7. WRITTEN ACTION. Any action which is required to be or may be
--------------
taken at a meeting of directors, or of the Executive Committee or other
committee of directors, if any, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of the Board of Directors or of any such committee, if any, as the case
may be. The Secretary shall file the consent with the minutes of the meetings
of the Board of Directors or of a committee as the case may be.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President and a Secretary, each of whom
shall be chosen by the directors, and may have a Chairman of the Board of
Directors, a Vice-Chairman of the Board of Directors, one or more Vice-
Presidents, each of whom shall be chosen by the directors and such other
officers and assistant officers and agents as may be deemed necessary, each or
any of whom shall be chosen by the directors or in such manner as the directors
may resolve. Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution choosing him, each officer
shall hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor has been chosen and
qualified.
The officers and agents of the Corporation shall have the authority
and perform the duties in the management of the property and affairs of the
Corporation as determined by resolution of the Board of Directors.
Any act required or permitted by any of the provisions of the Business
Corporation Law to be done by the President of the Corporation may be done
instead by the Chairman of the Board of Directors, if any, of the Corporation if
he has previously been designated by the Board of Directors to be the chief
executive officer of the Corporation or to have the powers of the chief
executive officer coextensively with the President, and such designation has
been filed in writing
<PAGE>
with the Secretary of State of the State of Missouri and such notice attested to
by the Secretary of the Corporation.
The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the Corporation will be served thereby.
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
BOOKS AND RECORDS
-----------------
The Corporation shall keep at its registered office or at its
principal place of business in the State of Missouri, or at the office of its
transfer agent in the State of Missouri, if any, books and records in which
shall be recorded the number of shares subscribed, the names of the owners of
the shares, the numbers owned by them respectively, the amount of shares paid,
and by whom, and the transfer of such shares with the date of transfer. The
Corporation shall keep on file at said registered office the voting list of
shareholders in accordance with the provisions of Section 351.255 of the
Business Corporation Law. The Corporation shall also keep books and records of
account as required by Section 351.215 of the Business Corporation Law.
ARTICLE VI
----------
CORPORATE SEAL
--------------
The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
<PAGE>
ARTICLE VIII
------------
CONTROL OVER BYLAWS
-------------------
The Board of Directors shall have power to make, alter, amend, or
repeal the Bylaws of the Corporation except a Bylaw requiring a greater vote of
shareholders than is otherwise required by the Business Corporation Law.
<PAGE>
Exhibit 3.68
ARTICLES OF INCORPORATION
-------------------------
OF
HAYWOOD WILSONS, INC.
---------------------
The undersigned, an individual, does hereby act as incorporator in adopting
the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the South Carolina
Business Corporation Act of 1988.
FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is HAYWOOD WILSONS, INC.
SECOND: The number of shares the corporation is authorized to issue is one
------
hundred, all of which are without par value and are of the same class and are to
be Common shares.
THIRD: The street address of the initial registered office of the
-----
corporation in the State of South Carolina is 2019 Park Street, Columbia, South
Carolina 29201.
The name of the initial registered agent of the corporation at the said
registered office is United States Corporation Company.
FOURTH: The name and the address of the incorporator are:
------
NAME ADDRESS
---- -------
Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The purposes for which the corporation is organized, which shall
-----
include the authority of the corporation to engage in any lawful business, are
as follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the South Carolina Business
Corporation Act of 1988 subject to any limitations thereof contained in
these Articles of Incorporation or the laws of the State of South Carolina.
<PAGE>
SIXTH: The corporation shall, to the fullest extent permitted by the
-----
provisions of the South Carolina Business Corporation Act of 1988, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said provisions from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
provisions, 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, vote of shareholders or disinterested directors, or otherwise, both
as to action in his 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.
SEVENTH: Whenever any provision of the South Carolina Business Corporation
-------
Act of 1988 shall otherwise require for the approval of any specified corporate
action the authorization of at least two-thirds of the votes entitled to be cast
thereon, any such corporate action shall be approved by at least a majority of
the votes entitled to be cast thereon, and whenever the corporation shall have
one or more voting groups which are denied voting power under the Articles of
Incorporation, but the authorization of at least two-thirds of the votes
entitled to be cast thereon within each such voting group entitled to vote
thereon as a separate voting group is otherwise required for the approval of any
specified corporate action under the South Carolina Business Corporation Act of
1988, any such corporate action shall be approved by each such voting group by
at least a majority of the votes entitled to be cast by that voting group. The
provisions of this Article shall be subject to the minimum voting requirements
prescribed by the provisions of Section 33-7-250 and 33-7-260 of the South
Carolina Business Corporation Act of 1988.
EIGHTH: Shareholders shall not have a right to cumulate their votes for
------
directors.
NINTH: The duration of the corporation shall be perpetual.
-----
TENTH: The signature of the incorporator is set forth hereinafter.
-----
Signed on September 29, 1993.
/s/ Athena Amaxas
-------------------------------
Athena Amaxas, Incorporator
<PAGE>
I, Michael H. Quinn, an attorney licensed to practice in the State of South
Carolina, certify that the corporation, to whose Articles of Incorporation this
Certificate is attached, has complied with the requirements Chapter 2, Title 33
of the 1976 South Carolina Code relating to the Articles of Incorporation.
Signed on October 4, 1993.
/s/ Michael H. Quinn
---------------------------------------
(Signature)
Michael H. Quinn, Attorney-at-Law
---------------------------------------
(Type or Print Name)
Address 2019 Park Street
---------------------------------------
Columbia, South Carolina 29201
---------------------------------------
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HAYWOOD WILSONS, INC.
I, the undersigned, Douglas J. Treff, the Vice President of Haywood
Wilsons, Inc., a South Carolina corporation (the "Corporation"), do hereby
certify that the following resolution as hereinafter set forth was adopted
pursuant to Section 33-10-103 of the South Carolina Business Corporation Act by
written authorization of the Board of Directors and the sole shareholder
entitled to vote on an amendment to the Articles of Incorporation of the
Corporation, dated October 31, 1996. The Corporation has 100 shares of Common
Stock (the "Common Stock") outstanding. The Common Stock is the only capital
stock that the Corporation has outstanding. The Corporation's sole shareholder
voted all of the Common Stock in favor of the proposed amendment to the Articles
of Incorporation in a written action in lieu of a meeting. The number of shares
of Common Stock voted in favor of the amendment to the Articles of Incorporation
was sufficient for approval of such amendment.
Article FIRST of the Articles of Incorporation of the Corporation be and
hereby is amended to read in its entirety as follows:
"FIRST: The corporate name for the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of South Carolina Inc."
IN WITNESS WHEREOF, I have subscribed my name this 31st day of October,
1996.
/s/ Douglas J. Treff
-------------------------------
Douglas J. Treff
<PAGE>
Exhibit 3.69
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF SOUTH CAROLINA INC.
(a South Carolina corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the South
Carolina Business Corporation Act (the "Business Corporation Act") and by any
other applicable provision of law, must be signed, either manually or in
facsimile, by at least two officers designated by the Board of Directors, and
may bear the corporate seal or its facsimile. If a person who signed, either
manually or in facsimile, a share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting
---------------
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
----------------------------
record date for one or more voting groups in order to determine the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, provided, that a record date fixed under this
sentence may not be more than seventy days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the
<PAGE>
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred twenty days after
the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from
----
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to demand a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of South Carolina as the directors shall from time
to time fix.
c. CALL. Annual meetings may be called by the directors or the
----
Chairman of the Board of Directors, if any, the President, or the Secretary or
by any officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
-------------------------------------------------
Corporation shall notify shareholders of the date, time and place of each annual
and special shareholders' meeting. Such notice shall be given not more than
sixty nor fewer than ten days before the meeting date. Unless the Business
Corporation Act, the articles of incorporation, or these Bylaws require
otherwise, the Corporation is required to give notice only to shareholders
entitled to vote at the meeting. Unless the Business Corporation Act or the
articles of incorporation require otherwise, notice of an annual meeting need
not include a description of the purpose for which the meeting is called.
Notice of a special meeting must include a description of the purpose for which
the meeting is called. A shareholder may waive any notice required by the
Business Corporation Act, the articles of incorporation, or the Bylaws before or
after the date and time stated in the notice. The waiver must be in writing, be
signed by the shareholder entitled to the notice, and be delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented. The term
"notice" as used in this paragraph shall mean either oral or written notice as
prescribed by the provisions of the Business Corporation Act.
e. VOTING LIST FOR MEETING. After fixing a record date for a
-----------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder,
2
<PAGE>
beginning on the date on which notice of the meeting is given for
which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting is to be held. A shareholder, his agent, or
attorney, is entitled on written demand to inspect and, subject to the
requirements of the Business Corporation Act, to copy the list, during regular
business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting, and any shareholder, his agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be
------------------
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote
--------------------
or otherwise act for him including giving waivers and consents, by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of a proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes. Unless a time of expiration is otherwise
specified, an appointment is valid for eleven months. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointee falls with one or more of the classes
of persons prescribed by the Business Corporation Act.
h. SHARES HELD BY NOMINEES. The Corporation may establish a
-----------------------
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the Corporation as the shareholder. The
extent of this recognition may be determined in the recognition procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on the matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
j. VOTING. Unless otherwise provided in the articles of
------
incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the
3
<PAGE>
action exceed the votes cast opposing the action, unless the articles of
incorporation or the Business Corporation Act require a greater number of
affirmative votes.
5. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a shareholders' meeting may be taken
without a meeting if the action is taken by all the shareholders entitled to
vote on the action. The action must be evidenced by one or more written
consents, describing the action taken signed by all the shareholders entitled to
vote on the action, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. If the Business Corporation Act
requires that notice of proposed action be given to nonvoting shareholders and
the action is to be taken by unanimous consent of the voting shareholders, the
Corporation must give its nonvoting shareholders, if any, written notice of the
proposed action at least ten days before the action is taken. The notice must
contain or be accompanied by the same material that must be sent to nonvoting
shareholders in a notice of meeting at which the proposed action is submitted to
the shareholders for action.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation set
------------------- ------------
forth in the articles of incorporation, all corporate powers must be exercised
by or under the authority of, and the business and affairs of the Corporation
must be managed under the direction of, a Board of Directors. The Board may fix
the compensation of directors for their services as directors, or in any other
capacity.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
-------------------------
or a resident of the State of South Carolina. The number of directors shall not
be less than one nor more than nine. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If at any time the number of directors is not
fixed by the shareholders or directors, the number of directors shall be two
until changed by the directors or shareholders. Except as provided in the
preceding sentence, the number of directors shall be deemed to be fixed in these
Bylaws as the number fixed from time to time by the shareholders or the
directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next annual shareholders' meeting.
Despite the expiration of a director's term, he continues to serve until his
successor is elected and qualifies or until there is a decrease in the number of
directors. If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, the shareholders or the
Board of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than
4
<PAGE>
a quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which
----
the date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
---------------------------------------
Board of Directors may be held without notice of the date, time, place or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any special meeting need not describe the
purpose of the meeting. A director may waive any notice required by the
Business Corporation Act or by these Bylaws before or after the date and time
stated in the notice. A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless the director at the
beginning of the meeting or promptly upon his arrival objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Except as hereinbefore provided, a
waiver must be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of
-----------------
a majority of the number of directors prescribed in these Bylaws. If a quorum
is present when a vote is taken, the affirmative vote of a majority of directors
present is the act of the Board of Directors. The Board of Directors may permit
any or all directors to participate in a regular or special meeting by, or
conduct the meeting through use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is considered to be present
in person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
-----------------------
be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
5
<PAGE>
6. COMMITTEES. The Board of Directors may create one or more
----------
committees and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in
office when the action is taken; or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
the Business Corporation Act. The provisions of the Business Corporation Act,
which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements, apply to committees and their members as well.
To the extent specified by the Board of Directors or these Bylaws, each
committee may exercise the authority of the Board of Directors except such
authority as may not be delegated under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
----------------------
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is assented to by all members of the
Board. The action may be evidenced by one or more written consents describing
the action taken, signed by each director, and included in the minutes or filed
with the corporate records reflecting the action taken. Action taken under this
paragraph is effective when the last director signs the consent, unless the
consent specifies a different effective date.
ARTICLE III
------------
OFFICERS
--------
The Corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be appointed
by the directors or appointed by a duly or appointed officer. The same
individual may hold more than one office in the Corporation simultaneously.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Each officer of the Corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing minutes
of the directors' and shareholders' meetings and for authenticating records of
the Corporation.
Except as otherwise required by the Business Corporation Act, the
Board of Directors may remove any officer at any time with or without cause.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
----------
REPORTS TO SHAREHOLDERS
-----------------------
The Corporation shall furnish any requisite reports to
shareholders.
ARTICLE VI
-----------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of
the Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VII
------------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
ARTICLE VIII
-------------
CONTROL OVER BYLAWS
-------------------
Unless the articles of incorporation provide otherwise, the Board of
Directors or the shareholders may amend or repeal the Bylaws, in accordance with
the provisions of the Business Corporation Act.
7
<PAGE>
Exhibit 3.70
ARTICLES OF ASSOCIATION
-------- -- -----------
OF
BURLINGTON WILSONS, INC.
---------- -------- ----
The undersigned, being a natural person who has attained at least the
age of majority and being a resident of the State of Vermont and acting as the
incorporator for the purpose of organizing a corporation pursuant to the
provisions of the Vermont Business Corporation Act, does hereby adopt the
following Articles of Association and does hereby certify that:
FIRST: The name of the corporation (hereinafter called the
-----
"corporation") is BURLINGTON WILSONS, INC.
SECOND: The duration of the corporation shall be perpetual.
------
THIRD: The purposes for which the corporation is formed are as
-----
follows:
To buy, sell and generally deal in and with (at wholesale, retail or
both) men's, women's and children's clothing, shoes, jewelry, belts,
pocketbooks, and other accessories and wearing apparel of every kind and
description.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and generally deal in
and with, at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, and in any other lawful capacity, goods,
wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any and all
kinds, together with the components, resultants, and by-products thereof;
to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or
otherwise dispose of, erect, construct, make, alter, enlarge, improve, and
to aid or subscribe toward the construction, acquisition, or improvement of
any factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for the
purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase,
or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works and any
<PAGE>
interest or right therein; to take, lease, purchase, or otherwise acquire,
and to own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle, and deal in and dispose of, as principal,
agent, broker, and in any lawful capacity, such personal property,
chattels, chattels real, rights, easements, privileges, choses in action,
notes, bonds, mortgages, and securities as may lawfully be acquired, held,
or disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with, as principal, agent, broker, and in any
lawful capacity, mortgages and other interests in real, personal, and mixed
properties; to carry on a general construction, contracting, building, and
realty management business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of, or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge, or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or recognized
under the laws of the United States of America or of any state or
subdivision thereof, or of any foreign country or subdivision thereof,
and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To have all of the powers conferred upon corporations organized under
the Vermont Business Corporation Act.
FOURTH: The aggregate number of shares which the corporation shall
------
have authority to issue is one hundred, all of which are without par value and
are of the same class and are to be Common shares.
FIFTH: 1. In lieu of setting forth provisions in these Articles of
-----
Association in respect of restrictions on the transfer of shares of the
corporation, such provisions may be set forth in the By-Laws of the corporation
or in a written agreement or written agreements of the parties involved.
2. Whenever the corporation shall be engaged in the business of
exploiting natural resources, dividends may be declared and paid in cash out of
the depletion reserves at the discretion of the Board of Directors and in
conformity with the provisions of the Vermont Business Corporation Act.
<PAGE>
3. The Board of Directors of the corporation may, from time to time,
and in conformity with the provisions of the Vermont Business Corporation Act,
distribute to its shareholders out of capital surplus of the corporation a
portion of its assets in cash or property.
4. In addition to the authority otherwise conferred by the Vermont
Business Corporation Act, the corporation may purchase its own shares out of
unreserved and unrestricted capital surplus available therefor to the extent
permitted by, and in conformity with, the provisions of said Act.
5. The corporation shall, to the fullest extent permitted by the
Vermont Business Corporation Act, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Act from and against any and all expenses or other matters referred to or
covered by said Act, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any other provisions of these Articles of Association or under any By-Law
or resolution adopted after notice by the shareholders entitled to vote.
6. One or more or all of the directors may be removed for cause or
without cause by the affirmative vote of the holders of a majority of the shares
entitled to vote represented at a meeting at which a quorum is present. The
Board of Directors shall have the power to suspend directors pending a final
determination that cause exists for removal.
SIXTH: The address of the initial registered office of the
-----
corporation in the State of Vermont is c/o United States Corporation Company,
159 State Street, Montpelier 05602, County of Washington; and the name of the
initial registered agent of the corporation at such address is United States
Corporation Company.
<PAGE>
SEVENTH: The number of directors constituting the initial Board of
-------
Directors of the corporation is five.
The name and the address of each of the persons who are to serve as
directors of the corporation until the first annual meeting of shareholders or
until their successors be elected and qualify, are as follows:
NAME ADDRESS
---- -------
Joel N. Waller 7401 Boone Avenue North
Brooklyn Park, MN 55428
Michael A. Friedheim One Theall Road
Rye, New York 10580
Denise Tolles One Theall Road
Rye, New York 10580
Arthur V. Richards One Theall Road
Rye, New York 10580
Shahid Quraeshi One Theall Road
New York 10580
EIGHTH: The name and the address of the incorporator are as follows:
------
NAME ADDRESS
---- -------
Richard L. Brock 159 State Street
Montpelier, Vermont 05602
Signed in duplicate on Jan. 29, 1991.
/s/ Richard L. Brock
--------------------------------
Richard L. Brock, Incorporator
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF ASSOCIATION
OF
BURLINGTON WILSONS, INC.
I, the undersigned, Douglas J. Treff, the Vice President of Burlington
Wilsons, Inc., a Vermont corporation (the "Corporation"), do hereby certify that
the following resolution as hereinafter set forth was adopted pursuant to
Section 10.03 of the Vermont Business Corporation Act by written authorization
of the Board of Directors and sole shareholder entitled to vote on an amendment
to the Articles of Association of the Corporation, dated October 31, 1996. The
Corporation has 100 shares of Common Stock (the "Common Stock") outstanding.
The Common Stock is the only capital stock that the Corporation has outstanding.
The Corporation's sole shareholder voted all of the Common Stock in favor of the
proposed amendment to the Articles of Association in a written action in lieu of
a meeting. The number of shares of Common Stock voted in favor of the amendment
to the Articles of Association was sufficient for approval of such amendment.
Article FIRST of the Articles of Association of the Corporation be and
hereby is amended to read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter called the
-----
"corporation") is Wilsons Leather of Vermont Inc."
IN WITNESS WHEREOF, I have subscribed my name this 31st day of
October, 1996.
/s/ Douglas J. Treff
------------------------------
Douglas J. Treff
<PAGE>
Exhibit 3.71
AMENDED AND RESTATED
BYLAWS
OF
WILSONS LEATHER OF VERMONT INC.
(a Vermont corporation)
_______
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the
------------------
Corporation shall set forth thereon the statements prescribed by the Vermont
Business Corporation Act (the "Business Corporation Act") and by any other
applicable provision of law, shall be signed, either manually or in facsimile,
by any two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any two officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. If a person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions restricting the
---------------
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
----------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the
<PAGE>
Corporation may fix a future date as the record date for any such determination
of shareholders, such date in any case to be not less than ten nor more than
seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty days after the date
fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
--------------------
a. TIME. The annual meeting shall be held on the date fixed from time to
----
time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
b. PLACE. Annual meetings and special meetings shall be held at such
-----
place in or out of the State of Vermont as the directors shall from time to time
fix.
c. CALL. Annual meetings may be called by the Board of Directors or the
----
Chairman of the Board of Directors, the President, or the Secretary or by any
officer instructed by the directors or the President to call the meeting.
Special meetings may be called in like manner.
d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The Corporation
-------------------------------------------------
shall notify shareholders of the date, time and place of each annual and special
shareholders' meeting. Such notice shall be no fewer than ten nor more than
sixty days before the meeting date. Unless the Business Corporation Act or the
articles of incorporation require otherwise, the Corporation is required to give
notice only to shareholders entitled to vote at the meeting, and notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. A
shareholder may waive any notice required by the Business Corporation Act, the
articles of incorporation or the Bylaws before or after the date and the time
stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting (a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder makes timely objection to holding
the meeting or transacting business at the meeting, and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
makes timely objection to considering the matter when it is presented, or when
the shareholder thereafter becomes aware that the matter has been presented.
e. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
------------------------------
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and
2
<PAGE>
within each voting group by class or series of shares, and show the address of
and number of shares held by each shareholder. The shareholders' list shall be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. A
shareholder of record and entitled to vote at that meeting, his or her agent, or
attorney is entitled on written demand to inspect and, subject to the
requirements of the Business Corporation Act, to copy the list, during regular
business hours and at his or her expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting, and any shareholder of record and entitled to vote at that meeting, his
or her agent, or attorney is entitled to inspect the list at any time during the
meeting or at any adjournment.
f. CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the Board of Directors, if any, the President, a Vice-President, if any, or,
if none of the foregoing is in office and present and acting, by a chairman to
be chosen by the shareholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but,
if neither the Secretary nor an Assistant Secretary is present, the chairman of
the meeting shall appoint a secretary of the meeting.
g. PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
--------------------
otherwise act for him or her by signing an appointment form, either personally
or by his or her attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for eleven months unless a longer period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
h. SHARES HELD BY NOMINEES. The Corporation may establish a procedure by
-----------------------
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the Corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
i. QUORUM. Unless the articles of incorporation or the Business
------
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
3
<PAGE>
j. VOTING. Directors are elected by a plurality of the votes cast by the
------
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation or the Business Corporation Act requires a greater
number of affirmative votes.
5. ACTION WITHOUT MEETING. Action required or permitted by the Business
----------------------
Corporation Act to be taken at a shareholders' meeting may be taken without a
meeting if the action is taken by all the shareholders entitled to vote on the
action. Each action shall be evidenced by one or more written consents
describing the action taken, signed by all the shareholders entitled to vote on
the action, and delivered to the Corporation for inclusion in the minutes or
filed with the corporate records.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
------------------- ------------
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder or a
-------------------------
resident of the State of Vermont. The number of directors shall not be less
than one nor more than nine. The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If at any time the number of directors is not fixed by
the shareholders or directors, the number of directors shall be two until
changed by the directors or shareholders. Except as provided in the preceding
sentence, the number of directors shall be deemed to be fixed in these Bylaws as
the number fixed from time to time by the shareholders or the directors.
3. TERMS AND VACANCIES. The terms of the initial directors of the
-------------------
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. A director elected to
fill a vacancy shall be elected for the unexpired term of his or her predecessor
in office. Despite the expiration of a director's term, the director continues
to serve until his successor is elected and qualifies or until there is a
decrease in the number of directors. If a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors, the shareholders or the Board of Directors may fill the vacancy; or
if the directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.
4
<PAGE>
4. MEETINGS.
--------
a. CALL. No call shall be required for regular meetings for which the
----
date, time and place have been fixed by the Board of Directors. Special
meetings may be called by or at the direction of the Chairman of the Board of
Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the
President, or a majority of the directors in office or any other person
permitted by the Business Corporation Act. The person calling a special meeting
may designate the date, time and place of the special meeting except to the
extent otherwise required by the Business Corporation Act.
b. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board
---------------------------------------
of Directors may be held without notice of the date, time, place or purpose of
the meeting. Notice of the time and place shall be given for special meetings in
sufficient time for the convenient assembly of the directors thereat. The notice
of any meeting need not describe the purpose of the meeting. A director may
waive any notice required by the Business Corporation Act or by these Bylaws
before or after the date and time stated in the notice. A director's attendance
at or participation in a meeting waives any required notice to the director of
the meeting unless the director at the beginning of the meeting, or promptly
upon the director's arrival, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Except as hereinbefore provided, a waiver shall be in
writing, signed by the director entitled to the notice and filed with the
minutes or corporate records.
c. QUORUM AND ACTION. A quorum of the Board of Directors consists of a
-----------------
majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication, including conference telephone call, by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.
d. CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
-----------------------
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board of Directors, if any, the Vice-
Chairman of the Board of Directors, if any, the President, or any other director
chosen by the Board of Directors.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
--------------------
directors with or without cause pursuant to the provisions of the Business
Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more committees
----------
and appoint members of the Board of Directors to serve on them. Each committee
must have two or more members who serve at the pleasure of the Board of
Directors. The creation of a
5
<PAGE>
committee and the appointment of members to it must be approved by the greater
of (a) a majority of all the directors in office when the action is taken, or
(b) the number of directors required by the articles of incorporation or these
Bylaws to take action under the provisions of the Business Corporation Act. The
provisions of the Business Corporation Act which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors, apply to committees and their members as well. To the
extent specified by the Board of Directors or these Bylaws, each committee may
exercise the authority of the Board of Directors under the Business Corporation
Act except such authority as may not be delegated under the Business Corporation
Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the Business
----------------------
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board of
Directors. Each action must be evidenced by one or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.
ARTICLE III
-----------
OFFICERS
--------
The Corporation shall have a President and a Secretary, and such other
officers as may be deemed necessary, who may be appointed by the directors. Any
two or more offices may be held by the same person, except the offices of
President and Secretary.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the Corporation has the authority and shall perform the
duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have responsibility for custody of the
minutes of the directors' and shareholders' meetings and for authenticating
records of the Corporation.
The Board of Directors may remove any officer at any time with or without
cause.
6
<PAGE>
ARTICLE IV
----------
INDEMNIFICATION
---------------
The Corporation shall indemnify its officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent, as required or permitted by law.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require. Unless
otherwise required by the Business Corporation Act, the Corporation shall not be
required to have a seal.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
-----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the articles
of incorporation or the Business Corporation Act reserve this power exclusively
to the shareholders in whole or in part, or the shareholders in amending or
repealing a particular Bylaw provide expressly that the Board of Directors may
not amend or repeal that Bylaw. The shareholders may amend or repeal these
Bylaws even though the Bylaws may also be amended or repealed by the Board of
Directors.
7
<PAGE>
Exhibit 3.72
ARTICLES OF INCORPORATION
OF
WILSONS INTERNATIONAL INC.
The undersigned incorporator, being a natural person 18 years of age or
older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of this Corporation is Wilsons International Inc.
ARTICLE II
The registered office of this Corporation is located at 7401 Boone Avenue
North, Brooklyn Park, Minnesota 55428.
ARTICLE III
This Corporation is authorized to issue an aggregate total of 1,000 shares,
all of which shall be designated Common Stock, having a par value of $.01 per
share.
ARTICLE IV
The name and address of the incorporator of this Corporation is as follows:
Amy M. Greene
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
ARTICLE V
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE VI
No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.
<PAGE>
ARTICLE VII
The names of the first directors of this Corporation are Joel N. Waller and
David L. Rogers.
ARTICLE VIII
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation not needing approval by the shareholders under
Minnesota Statutes, Chapter 302A, may be taken by written action signed by the
number of directors that would be required to take such action at a meeting of
the Board of Directors at which all directors are present.
ARTICLE IX
No director of this Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction
from which the director derived an improper personal benefit or (v) for any act
or omission occurring prior to the effective date of this Article. No amendment
to or repeal of this Article shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of March,
1997.
/s/Amy M. Greene
----------------------------------------
Amy M. Greene, Incorporator
<PAGE>
Exhibit 3.73
BY-LAWS
OF
WILSONS INTERNATIONAL INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
SHAREHOLDERS 1
- ------------
1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 2
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Voting Rights 2
1.09 Proxies 2
1.10 Quorum 3
1.11 Acts of Shareholders 3
1.12 Action Without a Meeting 3
DIRECTORS 3
- ---------
2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 4
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum 4
2.09 Acts of Board 5
2.10 Participation by Electronic Communications 5
2.11 Absent Directors 5
2.12 Action Without a Meeting 5
2.13 Committees 5
2.14 Special Litigation Committee 6
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
2.15 Compensation 6
OFFICERS 6
- --------
3.01 Number and Designation 6
3.02 Chief Executive Officer 6
3.03 Chief Financial Officer 6
3.04 President 7
3.05 Vice Presidents 7
3.06 Secretary 7
3.07 Treasurer 7
3.08 Authority and Duties 7
3.09 Term 7
3.10 Salaries 8
INDEMNIFICATION 8
- ---------------
4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
- ------
5.01 Certificated and Uncertificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
- -------------
6.01 Execution of Instruments 9
6.02 Advances 10
6.03 Corporate Seal 10
6.04 Fiscal Year 10
6.05 Amendments 10
</TABLE>
This Table of Contents is not part of the By-Laws of the Corporation.
It is intended merely to aid in the utilization of the By-Laws.
-ii-
<PAGE>
BY-LAWS
OF
WILSONS INTERNATIONAL INC.
SHAREHOLDERS
------------
Section 1.01 Place of Meetings. Each meeting of the shareholders
shall be held at the principal executive office of the Corporation or at such
other place as may be designated by the Board of Directors or the Chief
Executive Officer; provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the county where the
principal executive office of the Corporation is located.
Section 1.02 Regular Meetings. Regular meetings of the shareholders
may be held on an annual or other less frequent basis as determined by the Board
of Directors; provided, however, that if a regular meeting has not been held
during the immediately preceding 15 months, a shareholder or shareholders
holding three percent or more of the voting power of all shares entitled to vote
may demand a regular meeting of shareholders by written demand given to the
Chief Executive Officer or Chief Financial Officer of the Corporation. At each
regular meeting the shareholders shall elect qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six months after the date of the meeting and may transact any
other business, provided, however, that no business with respect to which
special notice is required by law shall be transacted unless such notice shall
have been given.
Section 1.03 Special Meetings. A special meeting of the
shareholders may be called for any purpose or purposes at any time by the Chief
Executive Officer; by the Chief Financial Officer; by the Board of Directors or
any two or more members thereof; or by one or more shareholders holding not less
than ten percent of the voting power of all shares of the Corporation entitled
to vote (except that a special meeting for the purpose of considering any action
to directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board for that
purpose, must be called by shareholders holding not less than 25 percent of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days
after receipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of Directors of the Corporation
to cause a special or regular meeting of shareholders, as the case may be, to be
duly called and held on notice no later than 90 days after receipt of such
demand. If the Board fails to cause such a meeting to be called and held as
required by this
<PAGE>
Section, the shareholder or shareholders making the demand may call the meeting
by giving notice as provided in Section 1.06 hereof at the expense of the
Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.
Section 1.06 Notice of Meetings. Unless otherwise required by law,
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in Section
1.05 or as otherwise permitted by law. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting.
Section 1.07 Waiver of Notice. A shareholder may waive notice of
the date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 1.08 Voting Rights. Subdivision 1. A shareholder shall
have one vote for each share held which is entitled to vote. Except as
otherwise required by law, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder
votes without designating the proportion or number of shares voted in a
particular way, the shareholder is deemed to have voted all of the shares in
that way.
Subdivision 2. The Board of Directors may fix a date not more than 60
days before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and entitled to
vote at the meeting. When a date is so fixed, only shareholders on that date are
entitled to notice of and permitted to vote at that meeting of shareholders.
Section 1.09 Proxies. A shareholder may cast or authorize the
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission, provided that the
Corporation has no reason to believe that the telegram, cablegram or other
electronic transmission was not authorized by the shareholder. Any copy,
facsimile, telecommunication or other reproduction of the original of either the
writing or transmission may be used in lieu of the original, provided that it is
a complete and legible reproduction of the entire original.
2
<PAGE>
Section 1.10 Quorum. The holders of a majority of the voting power
of the shares entitled to vote at a shareholders meeting are a quorum for the
transaction of business. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though the withdrawal of a number of the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 1.11 Acts of Shareholders. Subdivision 1. Except as
otherwise required by law or specified in the Articles of Incorporation of the
Corporation, the shareholders shall take action by the affirmative vote of the
holders of the greater of (a) a majority of the voting power of the shares
present and entitled to vote on that item of business or (b) a majority of the
voting power of the minimum number of shares entitled to vote that would
constitute a quorum for the transaction of business at a duly held meeting of
shareholders.
Subdivision 2. A shareholder voting by proxy authorized to vote on
less than all items of business considered at the meeting shall be considered to
be present and entitled to vote only with respect to those items of business for
which the proxy has authority to vote. A proxy who is given authority by a
shareholder who abstains with respect to an item of business shall be considered
to have authority to vote on that item of business.
Section 1.12 Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders of the Corporation may be
taken without a meeting by written action signed by all of the shareholders
entitled to vote on that action. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time is
provided in the written action.
DIRECTORS
---------
Section 2.01 Number; Qualifications. Except as authorized by the
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of one or more directors. Directors shall
be natural persons. The shareholders at each regular meeting shall determine
the number of directors to constitute the Board, provided that thereafter the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term
that expires at the next regular meeting of the shareholders. A director shall
hold office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors
resulting from the death, resignation, removal or disqualification of a director
may be filled by the affirmative vote of a majority of the remaining members of
the Board, though less than a quorum. Vacancies on the
3
<PAGE>
Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time such
directorships are created. Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the shareholders at the next
regular meeting or at any special meeting duly called for that purpose.
Section 2.04 Place of Meetings. Each meeting of the Board of
Directors shall be held at the principal executive office of the Corporation or
at such other place as may be designated from time to time by a majority of the
members of the Board or by the Chief Executive Officer. A meeting may be held
by conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.
Section 2.05 Regular Meetings. Regular meetings of the Board of
Directors for the election of officers and the transaction of any other business
shall be held without notice at the place of and immediately after each regular
meeting of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of
Directors may be called for any purpose or purposes at any time by any member of
the Board by giving not less than two days' notice to all directors of the date,
time and place of the meeting, provided that when notice is mailed, at least
four days' notice shall be given. The notice need not state the purpose of the
meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings.
Subdivision 1. A director of the Corporation may waive notice of the date, time
and place of a meeting of the Board. A waiver of notice by a director entitled
to notice is effective whether given before, at or after the meeting, and
whether given in writing, orally or by attendance. Attendance by a director at a
meeting is a waiver of notice of that meeting, unless the director objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and thereafter does not participate in the
meeting.
Subdivision 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other than
by announcement at the meeting at which adjournment is taken of the date, time
and place at which the meeting will be reconvened.
Section 2.08 Quorum. The presence in person of a majority of the
directors currently holding office shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly called or held
meeting is convened, the directors present may continue to transact business
until adjournment, even though the withdrawal of a number of the directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
4
<PAGE>
Section 2.09 Acts of Board. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.
Section 2.10 Participation by Electronic Communications. A director
may participate in a Board meeting by any means of communication through which
the director, other directors so participating and all directors physically
present at the meeting may simultaneously hear each other during the meeting. A
director so participating shall be deemed present in person at the meeting.
Section 2.11 Absent Directors. A director of the Corporation may
give advance written consent or opposition to a proposal to be acted on at a
Board meeting. If the director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as the vote of a director present at the meeting in favor of or against
the proposal and shall be entered in the minutes or other record of action at
the meeting, if the proposal acted on at the meeting is substantially the same
or has substantially the same effect as the proposal to which the director has
consented or objected.
Section 2.12 Action Without a Meeting. An action required or
permitted to be taken at a Board meeting may be taken without a meeting by
written action signed by all of the directors. Any action, other than an action
requiring shareholder approval, if the Articles of Incorporation so provide, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
Section 2.13 Committees. Subdivision 1. A resolution approved by
the affirmative vote of a majority of the Board may establish committees having
the authority of the Board in the management of the business of the Corporation
only to the extent provided in the resolution. Committees shall be subject at
all times to the direction and control of the Board, except as provided in
Section 2.14 or otherwise provided by law.
Subdivision 2. A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
apply to committees and members of committees to the same extent as those
sections apply to the Board and directors.
5
<PAGE>
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.14 Special Litigation Committee. Pursuant to the
procedure set forth in Section 2.13, the Board may establish a committee
composed of one or more independent directors or other independent persons to
determine whether it is in the best interests of the Corporation to consider
legal rights or remedies of the Corporation and whether those rights and
remedies should be pursued. The committee, once established, is not subject to
the direction or control of, or (unless required by law) termination by, the
Board. To the extent permitted by law, a vacancy on the committee may be filled
by a majority vote of the remaining committee members. The good faith
determinations of the committee are binding upon the Corporation and its
directors, officers and shareholders to the extent permitted by law. The
committee terminates when it issues a written report of its determinations to
the Board.
Section 2.15 Compensation. The Board may fix the compensation, if
any, of directors.
OFFICERS
--------
Section 3.01 Number and Designation. The Corporation shall have one
or more natural persons exercising the functions of the offices of Chief
Executive Officer and Chief Financial Officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person.
Section 3.02 Chief Executive Officer. Unless provided otherwise by
a resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board; (c)
shall see that all orders and resolutions of the Board are carried into effect;
(d) may maintain records of and certify proceedings of the Board and
shareholders; and (e) shall perform such other duties as may from time to time
be assigned by the Board.
Section 3.03 Chief Financial Officer. Unless provided otherwise by
a resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
6
<PAGE>
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.
Section 3.04 President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board.
Section 3.05 Vice Presidents. Any one or more Vice Presidents, if
any, may be designated by the Board of Directors as Executive Vice Presidents or
Senior Vice Presidents. During the absence or disability of the President, it
shall be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board, be made on
the basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.06 Secretary. The Secretary, unless otherwise determined
by the Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
Section 3.07 Treasurer. Unless otherwise determined by the Board of
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board.
Section 3.08 Authority and Duties. In addition to the foregoing
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.09 Term. Subdivision 1. All officers of the Corporation
shall hold office until their respective successors are chosen and have
qualified or until their earlier death, resignation or removal.
7
<PAGE>
Subdivision 2. An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without acceptance when
the notice is given to the Corporation, unless a later effective date is
specified in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of Chief Executive Officer or Chief Financial Officer shall, be filled
for the unexpired portion of the term by the Board.
Section 3.10 Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or by the Chief Executive
Officer if authorized by the Board.
INDEMNIFICATION
---------------
Section 4.01 Indemnification. The Corporation shall indemnify its
officers and directors for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law.
Section 4.02 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
SHARES
------
Section 5.01 Certificated and Uncertificated Shares. Subdivision 1.
The shares of the Corporation shall be either certificated shares or
uncertificated shares. Each holder of duly issued certificated shares is
entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall
bear the corporate seal, if any, and shall be signed by the Chief Executive
Officer, or the President or any Vice President, and the Chief Financial
Officer, or the Secretary or any Assistant Secretary, but when a certificate is
signed by a transfer agent or a registrar, the signature of any such officer and
the corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent or registrar of the Corporation, the certificate may
be issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.
8
<PAGE>
Subdivision 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of more than
one class or series, set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any shareholder upon request
and without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series authorized
to be issued, so far as they have been determined, and the authority of the
Board to determine the relative rights and preferences of subsequent classes or
series.
Subdivision 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board may
provide that some or all of any or all classes and series of the shares of the
Corporation will be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate is surrendered to
the Corporation.
Section 5.02 Declaration of Dividends and Other Distributions. The
Board of Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by law.
Section 5.03 Transfer of Shares. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time,
not exceeding 60 days preceding the date fixed for the payment of any dividend
or other distribution, as a record date for the determination of the
shareholders entitled to receive payment of such dividend or other distribution,
and in such case only shareholders of record on the date so fixed shall be
entitled to receive payment of such dividend or other distribution,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed.
MISCELLANEOUS
-------------
Section 6.01 Execution of Instruments. Subdivision 1. All deeds,
mortgages, bonds, checks, contracts and other instruments pertaining to the
business and affairs of the Corporation shall be signed on behalf of the
Corporation by the Chief Executive Officer, or the President, or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding
different offices or functions and one person holds such offices or exercises
such functions, that person may execute the document in more than one capacity
if the document indicates each such capacity.
9
<PAGE>
Section 6.02 Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 Corporate Seal. The seal of the Corporation, if any,
shall be a circular embossed seal having inscribed thereon the name of the
Corporation and the following words:
"Corporate Seal Minnesota".
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall
be determined by the Board of Directors.
Section 6.05 Amendments. The Board of Directors shall have the
power to adopt, amend or repeal the By-Laws of the Corporation, subject to the
power of the shareholders to change or repeal the same, provided, however, that
the Board shall not adopt, amend or repeal any By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a By-
Law that increases the number of directors.
10
<PAGE>
Exhibit 4.4
WILSONS THE LEATHER EXPERTS INC.
ALLOCATION OF UNDERWRITER'S WARRANTS
JUNE 2, 1997
<TABLE>
<CAPTION>
Warrant
Number
- ------
<S> <C> <C>
No. UW-1 Laurence S. Zipkin 56,000
No. UW-2 Equity Securities Investments, Inc. 24,000
No. UW-3 John G. Kinnard and Company, Incorporated 30,000
-------
Total 110,000
=======
</TABLE>
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
COMMON STOCK PURCHASE WARRANT
NO. UW-1 56,000 SHARES
FOR GOOD AND VALUABLE CONSIDERATION, Wilsons The Leather Experts Inc.,
a Minnesota corporation (the "Company"), hereby certifies that LAURENCE S.
ZIPKIN, Minneapolis, Minnesota, or his registered assigns, is entitled to
subscribe for and purchase from the Company at any time or from time to time
after May 27, 1998, to and including May 27, 2001, FIFTY-SIX THOUSAND (56,000)
fully paid and non-assessable shares of the Common Stock of the Company at the
purchase price of $10.80 per share (the "Warrant Exercise Price"), subject to
adjustment as provided herein.
This Warrant is one of the Underwriter's Warrants referred to in the
Underwriting Agreement dated May 27, 1997 by and between the Company and Equity
Securities Investments, Inc. (the "Underwriter").
As used herein, (i) this Warrant and all warrants hereafter issued in
exchange or substitution for this Warrant are referred to as the "Warrants;"
(ii) the shares which may be acquired upon exercise of the Warrants are referred
to herein as the "Warrant Shares;" (iii) the term "Holder" means the
Underwriter, any party who acquires all or a part of this Warrant as a
registered transferee of the Underwriter, or any record holder or holders of the
Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; (iv) the term "Common Stock" means and includes the Company's presently
authorized common stock, par value $.01 per share, together with any other
equity securities which may be issued by the Company with respect thereto or in
substitution therefor; and (v) the term "Convertible Securities" means any stock
or other securities convertible into, or exchangeable for, Common Stock.
This Warrant is subject to the following provisions, terms and
conditions, to which each Holder hereof consents and agrees:
1. Exercise; Transferability.
-------------------------
(a) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock) by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal office of the Company prior to the expiration of
this Warrant and accompanied or preceded by the surrender of this Warrant along
with a check in payment of the Warrant Exercise Price for the Warrant Shares
being acquired upon such exercise.
(b) This Warrant may not be sold, assigned, hypothecated, or
otherwise transferred for a period of one year from the effective date of the
offering (other than by will, pursuant to the operation of law, or where
directed by a court of competent jurisdiction upon the dissolution or
liquidation of a corporate Holder hereof), except to (i) a person who is an
officer or partner of the Underwriter, (ii) a successor in interest to the
business of the Underwriter, (iii) a person who is an officer or partner of a
successor, (iv) a member of the selling group; or (v) a person who is an officer
or partner of a member of the selling group; such transfer to be by endorsement
(by the Holder hereof executing the form of assignment attached hereto) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery. Further, this Warrant may not be sold,
transferred, assigned, hypothecated or divided into two or more Warrants of
smaller denominations, nor may any Warrant Shares issued pursuant to exercise of
this Warrant be transferred, except as provided in Section 7 hereof.
2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
------------------------
Warrant is exchangeable UPON THE SURRENDER HEREOF BY THE HOLDER TO THE COMPANY
AT ITS OFFICE FOR NEW WARRANTS OF LIKE TENOR AND DATE
1
<PAGE>
representing in the aggregate the right to purchase the number of Warrant Shares
purchasable hereunder, each of such new Warrants to represent the right to
purchase such number of Warrant Shares (not to exceed the aggregate total number
purchasable hereunder) as shall be designated by the Holder at the time of such
surrender. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant; provided, however, that if the Underwriter shall be such Holder, an
agreement of indemnity by such Holder shall be sufficient for all purposes of
this Section 2. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all expenses, taxes (other than stock transfer taxes), and other
charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 2.
3. Issuance of the Warrant Shares.
------------------------------
(a) The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be and are deemed to be issued to the Holder as
of the close of business on the date on which this Warrant shall have been
surrendered and the payment made for such Warrant Shares as aforesaid. Subject
to the provisions of Section 3(b), the Company shall deliver or cause to be
delivered to the Holder within a reasonable time, not exceeding fifteen (15)
days after the rights represented by this Warrant shall have been so exercised,
certificates for the Warrant Shares so purchased, and, unless this Warrant has
expired, a new Warrant representing the right to purchase the number of Warrant
Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the Holder within such time.
(b) Notwithstanding the foregoing, the Company shall not be required
to deliver any certificate for Warrant Shares upon exercise of this Warrant
except in accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws. Nothing herein,
however, shall obligate the Company to effect registrations under federal or
state securities laws, except as provided in Section 9. If registrations are
not in effect and if exemptions are not available when the Holder seeks to
exercise the Warrant, the Warrant exercise period will be extended, if need be,
to prevent the Warrant from expiring, until such time as either registrations
become effective or exemptions are available, and the Warrant shall then remain
exercisable for a period of at least 30 calendar days from the date the Company
delivers to the Holder written notice of the availability of such registrations
or exemptions. The Holder agrees to execute such documents and make such
representations, warranties, and agreements as may be reasonably required solely
to comply with the exemptions relied upon by the Company, or the registrations
made, for the issuance of the Warrant Shares.
4. Covenants of the Company. The Company covenants and agrees that all
------------------------
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.
5. Anti-dilution Adjustments. The provisions of this Warrant are subject
-------------------------
to adjustment as provided in this Section 5.
(a) The Warrant Exercise Price shall be adjusted from time to time
such that in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the Company
payable in Common Stock or securities convertible into Common Stock;
(ii) subdivide its then outstanding shares of Common Stock into
a greater number of shares; or
2
<PAGE>
(iii) combine outstanding shares of Common Stock, by
reclassification or otherwise;
then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (A) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (B) the total number of shares of Common Stock outstanding
immediately after such event (including in each case the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination, reclassification or other event. If, as
a result of an adjustment made pursuant to this subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock. All calculations under this
subsection shall be made to the nearest cent or to the nearest 1/100 of a share,
as the case may be. In the event that at any time, as a result of an adjustment
made pursuant to this subsection, the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive any shares of the
Company other than shares of Common Stock, thereafter the Warrant Exercise Price
of such other shares so receivable upon exercise of any Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in this
subsection.
(b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.
(c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he
would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of the
provisions set forth in this subsection with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this subsection shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price, then and in
each such case, the Company shall (i) give written notice thereof, by first-
class mail, postage prepaid, within ten (10) calendar days after the date when
the circumstances giving rise to the adjustment occurred, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based; and
(ii) prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new Warrant Exercise Price.
3
<PAGE>
6. No Voting Rights. This Warrant shall not entitle the Holder to any
----------------
voting rights or other rights as a shareholder of the Company.
7. Notice of Transfer of Warrant or Resale of the Warrant Shares.
-------------------------------------------------------------
(a) Subject to the sale, assignment, hypothecation, or other transfer
restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If, in the
opinion of each such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares describing restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "Securities Act") and applicable
state securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.
(b) If, in the opinion of either of the counsel referred to in this
Section 7, the proposed transfer or disposition of this Warrant or such Warrant
Shares described in the written notice given pursuant to this Section 7 may not
be effected without registration or qualification of this Warrant or such
Warrant Shares, the Company shall promptly give written notice thereof to the
Holder, and the Holder will limit its activities in respect to such transfer or
disposition as, in the opinion of both such counsel, are permitted by law.
(c) Until this Warrant is duly transferred on the books of the
Company, the Company shall treat the registered Holder of this Warrant as
absolute owner hereof for all purposes without being affected by any notice to
the Company.
8. Fractional shares. Fractional shares shall not be issued upon the
-----------------
exercise of this Warrant, but in any case where the holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the "Fair Market Value" (as defined in Section
10(d) hereof) of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share.
9. Registration Rights.
-------------------
(a) The Company agrees that, if at any time (but on a one-time basis
only) during the period commencing May 27, 1998 and ending May 27, 2001, the
Holder of this Warrant and/or the Holders of any other Warrants and/or Warrant
Shares who collectively shall hold not less than 50% of the Warrants and/or
Warrant Shares outstanding at such time and not previously sold pursuant to this
Section 9 shall request that the Company file a registration statement covering
all or any part of the Warrant Shares:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares that
such registration statement will be filed and that the Warrant Shares which
are then held and/or which may be acquired upon the exercise of the
Warrants by the Holder and such other Holders will be included in such
registration statement at the Holder's and such Holders' request; and
4
<PAGE>
(ii) the Company will cause such registration statement to
include all Warrant Shares which it has been so requested to include, will
take all necessary steps to register or qualify such Warrant Shares under
the Securities Act and the securities laws of such states as the holders
may reasonably request, and will use its best efforts to cause such
registration statement and qualifications to become effective as soon as
practicable; provided, however, that the Company shall not be required to
register any Warrant Shares that are eligible for resale under Rule 144(k)
promulgated under the Securities Act.
The Company shall keep effective and maintain any registration, qualification,
notification, or approval specified in this Section 9(a) for such period as may
be reasonably necessary for such Holder or Holders of such Warrant Shares to
dispose thereof and from time to time shall amend or supplement the prospectus
used in connection therewith to the extent necessary in order to comply with
applicable law; provided, that the Company need not maintain the effectiveness
of any such registration, qualification, notification or approval, whether or
not at the request of the Holders, more than six (6) months following the
effective date thereof; and provided further, however, that the Company shall be
entitled to defer such registration for a period of up to sixty (60) days if and
to the extent that its Board of Directors shall determine that such registration
would interfere with a pending corporate transaction.
(b) The Company agrees that, if at any time and from time to time
during the period commencing May 27, 1998 and ending two (2) years after
complete exercise of this Warrant (but not later than May 27, 2003), the Company
proposes to file a registration statement under the Securities Act (other than a
Form S-4 or Form S-8 Registration Statement or any successor forms thereto) with
respect to, or qualify for a public distribution under Section 3(b) of the
Securities Act, any of its securities in connection with the proposed offer of
such securities by the Company or any of its shareholders:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares, at
least twenty (20) days prior to each such filing, that it intends to file
such registration statement or effect such qualification, and that the
Warrant Shares which are then held and/or which may be acquired upon the
exercise of the Warrants by the Holder and such other Holders will be
included in such registration statement or qualification at the Holder's
and such Holders' request; provided, however, that nothing herein shall
prevent the Company from, at any time, abandoning or delaying any such
registration initiated by it; and provided further, however, that if such
registration shall be underwritten in whole or in part, the Company may
require that the Warrant Shares requested for inclusion be included in the
underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters; and
(ii) the Company will use its best efforts to cause such
registration statement or qualification to include all Warrant Shares which
it has been so requested to include; provided, however, that if a greater
number of Warrant Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the
proposed offering, then the amount of Warrant Shares proposed to be offered
by such Holders for registration, as well as the number of securities of
any other selling shareholders participating in the registration (other
than selling shareholders participating in the registration as holders of
demand registration rights granted to them by the Company), shall be
excluded or proportionately reduced to a number deemed satisfactory by the
managing underwriter.
The Holder and such other Holders may request that their Warrant Shares be
included in such registration statement or qualification by making written
request to the Company specifying the number of Warrant Shares to be so
included. Such request shall be made within fifteen (15) days after receipt
from the Company of notice of such intended registration or qualification. Any
Warrant Shares not included in such registration shall be withheld from the
public market by the Holders thereof for a period, not to exceed ninety (90)
days, which the managing underwriter of such registration reasonably determines
is necessary in order to effect the underwritten public offering.
5
<PAGE>
(c) With respect to each inclusion of securities in a registration or
qualification pursuant to this Section 9, the Company shall bear all fees,
costs, and expenses thereof, including, without limitation, all filing fees,
fees imposed by the National Association of Securities Dealers, Inc., printing
expenses, fees and disbursements of counsel and accountants for the Company,
fees and disbursements of counsel for the underwriter or Underwriter of such
securities (if the Company is required to bear such fees and disbursements), all
internal expenses, the premiums and other costs of policies of insurance against
liability arising out of the public offering, and legal fees and disbursements
and other expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or qualified. Fees
and disbursements of special counsel and accountants for selling Holders,
underwriting discounts and commissions, and transfer taxes for selling Holders
shall be borne by selling Holders.
(d) The Company will furnish the Holders whose Warrant Shares are
included in a registration or qualification pursuant to this Section 9 with a
reasonable number of copies of any prospectus and/or other offering materials
included in such filings and will amend or supplement the same as required
during the period of required use thereof. In connection with any registration
filed or qualification made pursuant to this Section 9 in which Warrant Shares
are included, and to the extent permissible under the Securities Act and
controlling precedent thereunder, the Company and each Holder whose Warrant
Shares are so included in such registration or qualification shall provide
cross-indemnification agreements to each other in customary scope covering the
accuracy and completeness of the information furnished by each in connection
therewith.
(e) Each Holder of Warrant Shares included in a registration or
qualification pursuant to this Section 9 agrees to cooperate with the Company in
the preparation and filing of any such registration statement or other offering
materials and in the furnishing of information concerning the Holder for
inclusion therein, or in any efforts by the Company to establish that the
proposed sale is exempt under the Securities Act as to any proposed
distribution.
10. Miscellaneous. The Company shall not, by amendment of its articles of
-------------
incorporation or through reorganization, consolidation, merger, dissolution or
sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company.
Upon written request of the Holder of this Warrant, the Company will
promptly provide such Holder with a then current written list of the names and
addresses of all Holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.
The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. This Warrant shall be interpreted under
the laws of the State of Minnesota.
IN WITNESS WHEREOF, Wilsons The Leather Experts Inc. has caused this
Warrant to be signed by its duly authorized officer and to be dated June 2,
1997.
WILSONS THE LEATHER EXPERTS INC.
By /s/ David L. Rogers
-------------------------------------------
Signature
Its President
------------------------------------------
6
<PAGE>
NOTICE OF EXERCISE OF WARRANT
(To be signed upon the exercise of the Warrant for cash or by check)
The undersigned hereby irrevocably elects to exercise the attached Warrant
and to purchase thereunder, for cash, ________________ of the shares of Common
Stock of Wilsons The Leather Experts Inc. issuable upon the exercise of such
Warrant, herewith makes payment of $___________ therefor in cash or by check,
and requests that certificates for such shares (together with a new Warrant to
purchase the number of shares, if any, with respect to which this Warrant is not
exercised) be issued in the name set forth below and be delivered to the address
set forth below.
Dated: ______________
_____________________________________________
(Signature)
_____________________________________________
(Name Typed or Printed)
_____________________________________________
(Address)
_____________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Notice of Exercise of Warrant must exactly correspond
to the name as written upon the face of the Warrant in every particular
without alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
7
<PAGE>
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _________________________________ the right to purchase _______________
shares of the Common Stock of Wilsons The Leather Experts Inc. to which the
within Warrant relates and appoints _________________________________, as
attorney-in-fact, to transfer said right on the books of Wilsons The Leather
Experts Inc. with full power of substitution in the premises.
Dated: ________________
_____________________________________________
(Signature)
_____________________________________________
(Name Typed or Printed)
_____________________________________________
(Address)
_____________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Assignment of Warrant must exactly correspond to the
name as written upon the face of the Warrant in every particular without
alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
8
<PAGE>
RESTRICTION ON TRANSFER
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH SECURITY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS.
9
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
COMMON STOCK PURCHASE WARRANT
NO. UW-2 24,000 SHARES
FOR GOOD AND VALUABLE CONSIDERATION, Wilsons The Leather Experts Inc.,
a Minnesota corporation (the "Company"), hereby certifies that EQUITY SECURITIES
INVESTMENTS, INC., Minneapolis, Minnesota, or its registered assigns, is
entitled to subscribe for and purchase from the Company at any time or from time
to time after May 27, 1998, to and including May 27, 2001, TWENTY-FOUR THOUSAND
(24,000) fully paid and non-assessable shares of the Common Stock of the Company
at the purchase price of $10.80 per share (the "Warrant Exercise Price"),
subject to adjustment as provided herein.
This Warrant is one of the Underwriter's Warrants referred to in the
Underwriting Agreement dated May 27, 1997 by and between the Company and Equity
Securities Investments, Inc. (the "Underwriter").
As used herein, (i) this Warrant and all warrants hereafter issued in
exchange or substitution for this Warrant are referred to as the "Warrants;"
(ii) the shares which may be acquired upon exercise of the Warrants are referred
to herein as the "Warrant Shares;" (iii) the term "Holder" means the
Underwriter, any party who acquires all or a part of this Warrant as a
registered transferee of the Underwriter, or any record holder or holders of the
Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; (iv) the term "Common Stock" means and includes the Company's presently
authorized common stock, par value $.01 per share, together with any other
equity securities which may be issued by the Company with respect thereto or in
substitution therefor; and (v) the term "Convertible Securities" means any stock
or other securities convertible into, or exchangeable for, Common Stock.
This Warrant is subject to the following provisions, terms and
conditions, to which each Holder hereof consents and agrees:
1. Exercise; Transferability.
-------------------------
(a) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock) by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal office of the Company prior to the expiration of
this Warrant and accompanied or preceded by the surrender of this Warrant along
with a check in payment of the Warrant Exercise Price for the Warrant Shares
being acquired upon such exercise.
(b) This Warrant may not be sold, assigned, hypothecated, or
otherwise transferred for a period of one year from the effective date of the
offering (other than by will, pursuant to the operation of law, or where
directed by a court of competent jurisdiction upon the dissolution or
liquidation of a corporate Holder hereof), except to (i) a person who is an
officer or partner of the Underwriter, (ii) a successor in interest to the
business of the Underwriter, (iii) a person who is an officer or partner of a
successor, (iv) a member of the selling group; or (v) a person who is an officer
or partner of a member of the selling group; such transfer to be by endorsement
(by the Holder hereof executing the form of assignment attached hereto) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery. Further, this Warrant may not be sold,
transferred, assigned, hypothecated or divided into two or more Warrants of
smaller denominations, nor may any Warrant Shares issued pursuant to exercise of
this Warrant be transferred, except as provided in Section 7 hereof.
2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
------------------------
Warrant is exchangeable UPON THE SURRENDER HEREOF BY THE HOLDER TO THE COMPANY
AT ITS OFFICE FOR NEW WARRANTS OF LIKE TENOR AND DATE
1
<PAGE>
representing in the aggregate the right to purchase the number of Warrant Shares
purchasable hereunder, each of such new Warrants to represent the right to
purchase such number of Warrant Shares (not to exceed the aggregate total number
purchasable hereunder) as shall be designated by the Holder at the time of such
surrender. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant; provided, however, that if the Underwriter shall be such Holder, an
agreement of indemnity by such Holder shall be sufficient for all purposes of
this Section 2. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all expenses, taxes (other than stock transfer taxes), and other
charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 2.
3. Issuance of the Warrant Shares.
------------------------------
(a) The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be and are deemed to be issued to the Holder as
of the close of business on the date on which this Warrant shall have been
surrendered and the payment made for such Warrant Shares as aforesaid. Subject
to the provisions of Section 3(b), the Company shall deliver or cause to be
delivered to the Holder within a reasonable time, not exceeding fifteen (15)
days after the rights represented by this Warrant shall have been so exercised,
certificates for the Warrant Shares so purchased, and, unless this Warrant has
expired, a new Warrant representing the right to purchase the number of Warrant
Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the Holder within such time.
(b) Notwithstanding the foregoing, the Company shall not be required
to deliver any certificate for Warrant Shares upon exercise of this Warrant
except in accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws. Nothing herein,
however, shall obligate the Company to effect registrations under federal or
state securities laws, except as provided in Section 9. If registrations are
not in effect and if exemptions are not available when the Holder seeks to
exercise the Warrant, the Warrant exercise period will be extended, if need be,
to prevent the Warrant from expiring, until such time as either registrations
become effective or exemptions are available, and the Warrant shall then remain
exercisable for a period of at least 30 calendar days from the date the Company
delivers to the Holder written notice of the availability of such registrations
or exemptions. The Holder agrees to execute such documents and make such
representations, warranties, and agreements as may be reasonably required solely
to comply with the exemptions relied upon by the Company, or the registrations
made, for the issuance of the Warrant Shares.
4. Covenants of the Company. The Company covenants and agrees that all
------------------------
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.
5. Anti-dilution Adjustments. The provisions of this Warrant are subject
-------------------------
to adjustment as provided in this Section 5.
(a) The Warrant Exercise Price shall be adjusted from time to time
such that in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the Company
payable in Common Stock or securities convertible into Common Stock;
(ii) subdivide its then outstanding shares of Common Stock into
a greater number of shares; or
2
<PAGE>
(iii) combine outstanding shares of Common Stock, by
reclassification or otherwise;
then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (A) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (B) the total number of shares of Common Stock outstanding
immediately after such event (including in each case the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination, reclassification or other event. If, as
a result of an adjustment made pursuant to this subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock. All calculations under this
subsection shall be made to the nearest cent or to the nearest 1/100 of a share,
as the case may be. In the event that at any time, as a result of an adjustment
made pursuant to this subsection, the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive any shares of the
Company other than shares of Common Stock, thereafter the Warrant Exercise Price
of such other shares so receivable upon exercise of any Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in this
subsection.
(b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.
(c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he
would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of the
provisions set forth in this subsection with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this subsection shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price, then and in
each such case, the Company shall (i) give written notice thereof, by first-
class mail, postage prepaid, within ten (10) calendar days after the date when
the circumstances giving rise to the adjustment occurred, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based; and
(ii) prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new Warrant Exercise Price.
3
<PAGE>
6. No Voting Rights. This Warrant shall not entitle the Holder to any
----------------
voting rights or other rights as a shareholder of the Company.
7. Notice of Transfer of Warrant or Resale of the Warrant Shares.
-------------------------------------------------------------
(a) Subject to the sale, assignment, hypothecation, or other transfer
restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If, in the
opinion of each such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares describing restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "Securities Act") and applicable
state securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.
(b) If, in the opinion of either of the counsel referred to in this
Section 7, the proposed transfer or disposition of this Warrant or such Warrant
Shares described in the written notice given pursuant to this Section 7 may not
be effected without registration or qualification of this Warrant or such
Warrant Shares, the Company shall promptly give written notice thereof to the
Holder, and the Holder will limit its activities in respect to such transfer or
disposition as, in the opinion of both such counsel, are permitted by law.
(c) Until this Warrant is duly transferred on the books of the
Company, the Company shall treat the registered Holder of this Warrant as
absolute owner hereof for all purposes without being affected by any notice to
the Company.
8. Fractional shares. Fractional shares shall not be issued upon the
-----------------
exercise of this Warrant, but in any case where the holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the "Fair Market Value" (as defined in Section
10(d) hereof) of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share.
9. Registration Rights.
-------------------
(a) The Company agrees that, if at any time (but on a one-time basis
only) during the period commencing May 27, 1998 and ending May 27, 2001, the
Holder of this Warrant and/or the Holders of any other Warrants and/or Warrant
Shares who collectively shall hold not less than 50% of the Warrants and/or
Warrant Shares outstanding at such time and not previously sold pursuant to this
Section 9 shall request that the Company file a registration statement covering
all or any part of the Warrant Shares:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares that
such registration statement will be filed and that the Warrant Shares which
are then held and/or which may be acquired upon the exercise of the
Warrants by the Holder and such other Holders will be included in such
registration statement at the Holder's and such Holders' request; and
4
<PAGE>
(ii) the Company will cause such registration statement to
include all Warrant Shares which it has been so requested to include, will
take all necessary steps to register or qualify such Warrant Shares under
the Securities Act and the securities laws of such states as the holders
may reasonably request, and will use its best efforts to cause such
registration statement and qualifications to become effective as soon as
practicable; provided, however, that the Company shall not be required to
register any Warrant Shares that are eligible for resale under Rule 144(k)
promulgated under the Securities Act.
The Company shall keep effective and maintain any registration, qualification,
notification, or approval specified in this Section 9(a) for such period as may
be reasonably necessary for such Holder or Holders of such Warrant Shares to
dispose thereof and from time to time shall amend or supplement the prospectus
used in connection therewith to the extent necessary in order to comply with
applicable law; provided, that the Company need not maintain the effectiveness
of any such registration, qualification, notification or approval, whether or
not at the request of the Holders, more than six (6) months following the
effective date thereof; and provided further, however, that the Company shall be
entitled to defer such registration for a period of up to sixty (60) days if and
to the extent that its Board of Directors shall determine that such registration
would interfere with a pending corporate transaction.
(b) The Company agrees that, if at any time and from time to time
during the period commencing May 27, 1998 and ending two (2) years after
complete exercise of this Warrant (but not later than May 27, 2003), the Company
proposes to file a registration statement under the Securities Act (other than a
Form S-4 or Form S-8 Registration Statement or any successor forms thereto) with
respect to, or qualify for a public distribution under Section 3(b) of the
Securities Act, any of its securities in connection with the proposed offer of
such securities by the Company or any of its shareholders:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares, at
least twenty (20) days prior to each such filing, that it intends to file
such registration statement or effect such qualification, and that the
Warrant Shares which are then held and/or which may be acquired upon the
exercise of the Warrants by the Holder and such other Holders will be
included in such registration statement or qualification at the Holder's
and such Holders' request; provided, however, that nothing herein shall
prevent the Company from, at any time, abandoning or delaying any such
registration initiated by it; and provided further, however, that if such
registration shall be underwritten in whole or in part, the Company may
require that the Warrant Shares requested for inclusion be included in the
underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters; and
(ii) the Company will use its best efforts to cause such
registration statement or qualification to include all Warrant Shares which
it has been so requested to include; provided, however, that if a greater
number of Warrant Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the
proposed offering, then the amount of Warrant Shares proposed to be offered
by such Holders for registration, as well as the number of securities of
any other selling shareholders participating in the registration (other
than selling shareholders participating in the registration as holders of
demand registration rights granted to them by the Company), shall be
excluded or proportionately reduced to a number deemed satisfactory by the
managing underwriter.
The Holder and such other Holders may request that their Warrant Shares be
included in such registration statement or qualification by making written
request to the Company specifying the number of Warrant Shares to be so
included. Such request shall be made within fifteen (15) days after receipt
from the Company of notice of such intended registration or qualification. Any
Warrant Shares not included in such registration shall be withheld from the
public market by the Holders thereof for a period, not to exceed ninety (90)
days, which the managing underwriter of such registration reasonably determines
is necessary in order to effect the underwritten public offering.
5
<PAGE>
(c) With respect to each inclusion of securities in a registration or
qualification pursuant to this Section 9, the Company shall bear all fees,
costs, and expenses thereof, including, without limitation, all filing fees,
fees imposed by the National Association of Securities Dealers, Inc., printing
expenses, fees and disbursements of counsel and accountants for the Company,
fees and disbursements of counsel for the underwriter or Underwriter of such
securities (if the Company is required to bear such fees and disbursements), all
internal expenses, the premiums and other costs of policies of insurance against
liability arising out of the public offering, and legal fees and disbursements
and other expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or qualified. Fees
and disbursements of special counsel and accountants for the selling Holders,
underwriting discounts and commissions, and transfer taxes for selling Holders
shall be borne by the selling Holders.
(d) The Company will furnish the Holders whose Warrant Shares are
included in a registration or qualification pursuant to this Section 9 with a
reasonable number of copies of any prospectus and/or other offering materials
included in such filings and will amend or supplement the same as required
during the period of required use thereof. In connection with any registration
filed or qualification made pursuant to this Section 9 in which Warrant Shares
are included, and to the extent permissible under the Securities Act and
controlling precedent thereunder, the Company and each Holder whose Warrant
Shares are so included in such registration or qualification shall provide
cross-indemnification agreements to each other in customary scope covering the
accuracy and completeness of the information furnished by each in connection
therewith.
(e) Each Holder of Warrant Shares included in a registration or
qualification pursuant to this Section 9 agrees to cooperate with the Company in
the preparation and filing of any such registration statement or other offering
materials and in the furnishing of information concerning the Holder for
inclusion therein, or in any efforts by the Company to establish that the
proposed sale is exempt under the Securities Act as to any proposed
distribution.
10. Miscellaneous. The Company shall not, by amendment of its articles of
-------------
incorporation or through reorganization, consolidation, merger, dissolution or
sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company.
Upon written request of the Holder of this Warrant, the Company will
promptly provide such Holder with a then current written list of the names and
addresses of all Holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.
The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. This Warrant shall be interpreted under
the laws of the State of Minnesota.
IN WITNESS WHEREOF, Wilsons The Leather Experts Inc. has caused this
Warrant to be signed by its duly authorized officer and to be dated June 2,
1997.
WILSONS THE LEATHER EXPERTS INC.
By /s/ David L. Rogers
---------------------------------------
Signature
Its President
--------------------------------------
6
<PAGE>
NOTICE OF EXERCISE OF WARRANT
(To be signed upon the exercise of the Warrant for cash or by check)
The undersigned hereby irrevocably elects to exercise the attached Warrant
and to purchase thereunder, for cash, ________________ of the shares of Common
Stock of Wilsons The Leather Experts Inc. issuable upon the exercise of such
Warrant, herewith makes payment of $___________ therefor in cash or by check,
and requests that certificates for such shares (together with a new Warrant to
purchase the number of shares, if any, with respect to which this Warrant is not
exercised) be issued in the name set forth below and be delivered to the address
set forth below.
Dated: ________________
________________________________________
(Signature)
________________________________________
(Name Typed or Printed)
________________________________________
(Address)
________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Notice of Exercise of Warrant must exactly correspond
to the name as written upon the face of the Warrant in every particular
without alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
7
<PAGE>
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _________________________________ the right to purchase _______________
shares of the Common Stock of Wilsons The Leather Experts Inc. to which the
within Warrant relates and appoints _________________________________, as
attorney-in-fact, to transfer said right on the books of Wilsons The Leather
Experts Inc. with full power of substitution in the premises.
Dated: ________________
________________________________________
(Signature)
________________________________________
(Name Typed or Printed)
________________________________________
(Address)
________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Assignment of Warrant must exactly correspond to the
name as written upon the face of the Warrant in every particular without
alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
8
<PAGE>
RESTRICTION ON TRANSFER
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH SECURITY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS.
9
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
COMMON STOCK PURCHASE WARRANT
NO. UW-3 30,000 SHARES
FOR GOOD AND VALUABLE CONSIDERATION, Wilsons The Leather Experts Inc.,
a Minnesota corporation (the "Company"), hereby certifies that EQUITY SECURITIES
INVESTMENTS, INC., Minneapolis, Minnesota, or its registered assigns, is
entitled to subscribe for and purchase from the Company at any time or from time
to time after May 27, 1998, to and including May 27, 2001, TWENTY-FOUR THOUSAND
(24,000) fully paid and non-assessable shares of the Common Stock of the Company
at the purchase price of $10.80 per share (the "Warrant Exercise Price"),
subject to adjustment as provided herein.
This Warrant is one of the Underwriter's Warrants referred to in the
Underwriting Agreement dated May 27, 1997 by and between the Company and Equity
Securities Investments, Inc. (the "Underwriter").
As used herein, (i) this Warrant and all warrants hereafter issued in
exchange or substitution for this Warrant are referred to as the "Warrants;"
(ii) the shares which may be acquired upon exercise of the Warrants are referred
to herein as the "Warrant Shares;" (iii) the term "Holder" means the
Underwriter, any party who acquires all or a part of this Warrant as a
registered transferee of the Underwriter, or any record holder or holders of the
Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; (iv) the term "Common Stock" means and includes the Company's presently
authorized common stock, par value $.01 per share, together with any other
equity securities which may be issued by the Company with respect thereto or in
substitution therefor; and (v) the term "Convertible Securities" means any stock
or other securities convertible into, or exchangeable for, Common Stock.
This Warrant is subject to the following provisions, terms and
conditions, to which each Holder hereof consents and agrees:
1. Exercise; Transferability.
-------------------------
(a) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock) by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal office of the Company prior to the expiration of
this Warrant and accompanied or preceded by the surrender of this Warrant along
with a check in payment of the Warrant Exercise Price for the Warrant Shares
being acquired upon such exercise.
(b) This Warrant may not be sold, assigned, hypothecated, or
otherwise transferred for a period of one year from the effective date of the
offering (other than by will, pursuant to the operation of law, or where
directed by a court of competent jurisdiction upon the dissolution or
liquidation of a corporate Holder hereof), except to (i) a person who is an
officer or partner of the Underwriter, (ii) a successor in interest to the
business of the Underwriter, (iii) a person who is an officer or partner of a
successor, (iv) a member of the selling group; or (v) a person who is an officer
or partner of a member of the selling group; such transfer to be by endorsement
(by the Holder hereof executing the form of assignment attached hereto) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery. Further, this Warrant may not be sold,
transferred, assigned, hypothecated or divided into two or more Warrants of
smaller denominations, nor may any Warrant Shares issued pursuant to exercise of
this Warrant be transferred, except as provided in Section 7 hereof.
2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
------------------------
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date
1
<PAGE>
representing in the aggregate the right to purchase the number of Warrant Shares
purchasable hereunder, each of such new Warrants to represent the right to
purchase such number of Warrant Shares (not to exceed the aggregate total number
purchasable hereunder) as shall be designated by the Holder at the time of such
surrender. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant; provided, however, that if the Underwriter shall be such Holder, an
agreement of indemnity by such Holder shall be sufficient for all purposes of
this Section 2. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all expenses, taxes (other than stock transfer taxes), and other
charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 2.
3. Issuance of the Warrant Shares.
------------------------------
(a) The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be and are deemed to be issued to the Holder as
of the close of business on the date on which this Warrant shall have been
surrendered and the payment made for such Warrant Shares as aforesaid. Subject
to the provisions of Section 3(b), the Company shall deliver or cause to be
delivered to the Holder within a reasonable time, not exceeding fifteen (15)
days after the rights represented by this Warrant shall have been so exercised,
certificates for the Warrant Shares so purchased, and, unless this Warrant has
expired, a new Warrant representing the right to purchase the number of Warrant
Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the Holder within such time.
(b) Notwithstanding the foregoing, the Company shall not be required
to deliver any certificate for Warrant Shares upon exercise of this Warrant
except in accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws. Nothing herein,
however, shall obligate the Company to effect registrations under federal or
state securities laws, except as provided in Section 9. If registrations are
not in effect and if exemptions are not available when the Holder seeks to
exercise the Warrant, the Warrant exercise period will be extended, if need be,
to prevent the Warrant from expiring, until such time as either registrations
become effective or exemptions are available, and the Warrant shall then remain
exercisable for a period of at least 30 calendar days from the date the Company
delivers to the Holder written notice of the availability of such registrations
or exemptions. The Holder agrees to execute such documents and make such
representations, warranties, and agreements as may be reasonably required solely
to comply with the exemptions relied upon by the Company, or the registrations
made, for the issuance of the Warrant Shares.
4. Covenants of the Company. The Company covenants and agrees that all
------------------------
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.
5. Anti-dilution Adjustments. The provisions of this Warrant are subject
-------------------------
to adjustment as provided in this Section 5.
(a) The Warrant Exercise Price shall be adjusted from time to time
such that in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the Company
payable in Common Stock or securities convertible into Common Stock;
(ii) subdivide its then outstanding shares of Common Stock into
a greater number of shares; or
2
<PAGE>
(iii) combine outstanding shares of Common Stock, by
reclassification or otherwise;
then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (A) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (B) the total number of shares of Common Stock outstanding
immediately after such event (including in each case the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination, reclassification or other event. If, as
a result of an adjustment made pursuant to this subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock. All calculations under this
subsection shall be made to the nearest cent or to the nearest 1/100 of a share,
as the case may be. In the event that at any time, as a result of an adjustment
made pursuant to this subsection, the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive any shares of the
Company other than shares of Common Stock, thereafter the Warrant Exercise Price
of such other shares so receivable upon exercise of any Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in this
subsection.
(b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.
(c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he
would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of the
provisions set forth in this subsection with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this subsection shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price, then and in
each such case, the Company shall (i) give written notice thereof, by first-
class mail, postage prepaid, within ten (10) calendar days after the date when
the circumstances giving rise to the adjustment occurred, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based; and
(ii) prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new Warrant Exercise Price.
3
<PAGE>
6. No Voting Rights. This Warrant shall not entitle the Holder to any
----------------
voting rights or other rights as a shareholder of the Company.
7. Notice of Transfer of Warrant or Resale of the Warrant Shares.
-------------------------------------------------------------
(a) Subject to the sale, assignment, hypothecation, or other transfer
restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If, in the
opinion of each such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares describing restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "Securities Act") and applicable
state securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.
(b) If, in the opinion of either of the counsel referred to in this
Section 7, the proposed transfer or disposition of this Warrant or such Warrant
Shares described in the written notice given pursuant to this Section 7 may not
be effected without registration or qualification of this Warrant or such
Warrant Shares, the Company shall promptly give written notice thereof to the
Holder, and the Holder will limit its activities in respect to such transfer or
disposition as, in the opinion of both such counsel, are permitted by law.
(c) Until this Warrant is duly transferred on the books of the
Company, the Company shall treat the registered Holder of this Warrant as
absolute owner hereof for all purposes without being affected by any notice to
the Company.
8. Fractional shares. Fractional shares shall not be issued upon the
-----------------
exercise of this Warrant, but in any case where the holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the "Fair Market Value" (as defined in Section
10(d) hereof) of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share.
9. Registration Rights.
-------------------
(a) The Company agrees that, if at any time (but on a one-time basis
only) during the period commencing May 27, 1998 and ending May 27, 2001, the
Holder of this Warrant and/or the Holders of any other Warrants and/or Warrant
Shares who collectively shall hold not less than 50% of the Warrants and/or
Warrant Shares outstanding at such time and not previously sold pursuant to this
Section 9 shall request that the Company file a registration statement covering
all or any part of the Warrant Shares:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares that
such registration statement will be filed and that the Warrant Shares which
are then held and/or which may be acquired upon the exercise of the
Warrants by the Holder and such other Holders will be included in such
registration statement at the Holder's and such Holders' request; and
4
<PAGE>
(ii) the Company will cause such registration statement to
include all Warrant Shares which it has been so requested to include, will
take all necessary steps to register or qualify such Warrant Shares under
the Securities Act and the securities laws of such states as the holders
may reasonably request, and will use its best efforts to cause such
registration statement and qualifications to become effective as soon as
practicable; provided, however, that the Company shall not be required to
register any Warrant Shares that are eligible for resale under Rule 144(k)
promulgated under the Securities Act.
The Company shall keep effective and maintain any registration, qualification,
notification, or approval specified in this Section 9(a) for such period as may
be reasonably necessary for such Holder or Holders of such Warrant Shares to
dispose thereof and from time to time shall amend or supplement the prospectus
used in connection therewith to the extent necessary in order to comply with
applicable law; provided, that the Company need not maintain the effectiveness
of any such registration, qualification, notification or approval, whether or
not at the request of the Holders, more than six (6) months following the
effective date thereof; and provided further, however, that the Company shall be
entitled to defer such registration for a period of up to sixty (60) days if and
to the extent that its Board of Directors shall determine that such registration
would interfere with a pending corporate transaction.
(b) The Company agrees that, if at any time and from time to time
during the period commencing May 27, 1998 and ending two (2) years after
complete exercise of this Warrant (but not later than May 27, 2003), the Company
proposes to file a registration statement under the Securities Act (other than a
Form S-4 or Form S-8 Registration Statement or any successor forms thereto) with
respect to, or qualify for a public distribution under Section 3(b) of the
Securities Act, any of its securities in connection with the proposed offer of
such securities by the Company or any of its shareholders:
(i) the Company will promptly notify the Holder and all other
registered Holders, if any, of other Warrants and/or Warrant Shares, at
least twenty (20) days prior to each such filing, that it intends to file
such registration statement or effect such qualification, and that the
Warrant Shares which are then held and/or which may be acquired upon the
exercise of the Warrants by the Holder and such other Holders will be
included in such registration statement or qualification at the Holder's
and such Holders' request; provided, however, that nothing herein shall
prevent the Company from, at any time, abandoning or delaying any such
registration initiated by it; and provided further, however, that if such
registration shall be underwritten in whole or in part, the Company may
require that the Warrant Shares requested for inclusion be included in the
underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters; and
(ii) the Company will use its best efforts to cause such
registration statement or qualification to include all Warrant Shares which
it has been so requested to include; provided, however, that if a greater
number of Warrant Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the
proposed offering, then the amount of Warrant Shares proposed to be offered
by such Holders for registration, as well as the number of securities of
any other selling shareholders participating in the registration (other
than selling shareholders participating in the registration as holders of
demand registration rights granted to them by the Company), shall be
excluded or proportionately reduced to a number deemed satisfactory by the
managing underwriter.
The Holder and such other Holders may request that their Warrant Shares be
included in such registration statement or qualification by making written
request to the Company specifying the number of Warrant Shares to be so
included. Such request shall be made within fifteen (15) days after receipt
from the Company of notice of such intended registration or qualification. Any
Warrant Shares not included in such registration shall be withheld from the
public market by the Holders thereof for a period, not to exceed ninety (90)
days, which the managing underwriter of such registration reasonably determines
is necessary in order to effect the underwritten public offering.
5
<PAGE>
(c) With respect to each inclusion of securities in a registration or
qualification pursuant to this Section 9, the Company shall bear all fees,
costs, and expenses thereof, including, without limitation, all filing fees,
fees imposed by the National Association of Securities Dealers, Inc., printing
expenses, fees and disbursements of counsel and accountants for the Company,
fees and disbursements of counsel for the underwriter or Underwriter of such
securities (if the Company is required to bear such fees and disbursements), all
internal expenses, the premiums and other costs of policies of insurance against
liability arising out of the public offering, and legal fees and disbursements
and other expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or qualified. Fees
and disbursements of special counsel and accountants for the selling Holders,
underwriting discounts and commissions, and transfer taxes for selling Holders
shall be borne by the selling Holders.
(d) The Company will furnish the Holders whose Warrant Shares are
included in a registration or qualification pursuant to this Section 9 with a
reasonable number of copies of any prospectus and/or other offering materials
included in such filings and will amend or supplement the same as required
during the period of required use thereof. In connection with any registration
filed or qualification made pursuant to this Section 9 in which Warrant Shares
are included, and to the extent permissible under the Securities Act and
controlling precedent thereunder, the Company and each Holder whose Warrant
Shares are so included in such registration or qualification shall provide
cross-indemnification agreements to each other in customary scope covering the
accuracy and completeness of the information furnished by each in connection
therewith.
(e) Each Holder of Warrant Shares included in a registration or
qualification pursuant to this Section 9 agrees to cooperate with the Company in
the preparation and filing of any such registration statement or other offering
materials and in the furnishing of information concerning the Holder for
inclusion therein, or in any efforts by the Company to establish that the
proposed sale is exempt under the Securities Act as to any proposed
distribution.
10. Miscellaneous. The Company shall not, by amendment of its articles of
-------------
incorporation or through reorganization, consolidation, merger, dissolution or
sale of assets, or by any other voluntary act or deed, avoid or seek to avoid
the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company.
Upon written request of the Holder of this Warrant, the Company will
promptly provide such Holder with a then current written list of the names and
addresses of all Holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.
The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. This Warrant shall be interpreted under
the laws of the State of Minnesota.
IN WITNESS WHEREOF, Wilsons The Leather Experts Inc. has caused this
Warrant to be signed by its duly authorized officer and to be dated June 2,
1997.
WILSONS THE LEATHER EXPERTS INC.
By /s/ David L. Rogers
---------------------------------
Signature
Its President
--------------------------------
6
<PAGE>
NOTICE OF EXERCISE OF WARRANT
(To be signed upon the exercise of the Warrant for cash or by check)
The undersigned hereby irrevocably elects to exercise the attached Warrant
and to purchase thereunder, for cash, ________________ of the shares of Common
Stock of Wilsons The Leather Experts Inc. issuable upon the exercise of such
Warrant, herewith makes payment of $___________ therefor in cash or by check,
and requests that certificates for such shares (together with a new Warrant to
purchase the number of shares, if any, with respect to which this Warrant is not
exercised) be issued in the name set forth below and be delivered to the address
set forth below.
Dated: ________________
________________________________________
(Signature)
________________________________________
(Name Typed or Printed)
________________________________________
(Address)
________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Notice of Exercise of Warrant must exactly correspond
to the name as written upon the face of the Warrant in every particular
without alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
7
<PAGE>
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _________________________________ the right to purchase _______________
shares of the Common Stock of Wilsons The Leather Experts Inc. to which the
within Warrant relates and appoints _________________________________, as
attorney-in-fact, to transfer said right on the books of Wilsons The Leather
Experts Inc. with full power of substitution in the premises.
Dated: ________________
________________________________________
(Signature)
________________________________________
(Name Typed or Printed)
________________________________________
(Address)
________________________________________
(Social Security or Tax Ident. No.)
* The signature on the Assignment of Warrant must exactly correspond to the
name as written upon the face of the Warrant in every particular without
alteration or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
8
<PAGE>
RESTRICTION ON TRANSFER
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH SECURITY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS.
9
<PAGE>
Exhibit 4.10
WARRANT AGREEMENT
DATE: May 27, 1997
PARTIES: Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
Norwest Bank Minnesota, National Association
Stock Transfer
161 North Concord Exchange
P.O. Box 738
South Saint Paul, Minnesota 55075-0738
RECITALS:
A. Wilsons The Leather Experts Inc., a Minnesota corporation (the
"Company"), proposes to issue at least 1,100,000 and up to 1,265,000 Redeemable
Common Stock Purchase Warrants (the "Warrants") evidencing the right to purchase
an aggregate of up to 1,265,000 authorized but previously unissued shares of
Common Stock, $.01 par value, of the Company (the "Common Stock"). The Warrants
would be issued in connection with the issuance by the Company of at least
1,100,000 and up to 1,265,000 Units, each Unit consisting of one share of Common
Stock and one Warrant, in connection with the Company's Registration Statement
on Form S-1.
B. The Company desires Norwest Bank Minnesota, National Association (the
"Warrant Agent") to act on behalf of the Company, and the Warrant Agent desires
so to act, in connection with the issuance, registration, transfer, exchange and
exercise of the Warrants.
AGREEMENT:
The Company and the Warrant Agent, each intending to be legally bound,
hereby covenant and agree as follows:
ARTICLE I.
APPOINTMENT OF WARRANT AGENT;
ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATES
SECTION 1.1. APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant Agent to act as agent for the Company, and the Warrant
Agent hereby accepts the agency established herein and agrees to perform its
agency duties in accordance with the terms and conditions of this Warrant
Agreement.
<PAGE>
SECTION 1.2. WARRANT CERTIFICATES. The Company shall execute and
deliver to the Warrant Agent certificates which the Company has authorized to
represent the Warrants ("Warrant Certificates"). The Warrant Certificates shall
be substantially as set forth in Exhibit A hereto and may have such legends,
summaries or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Warrant Agreement, or as may be required to comply with any law or with any
rule or regulation relating to listing of the Warrants on the NASDAQ system,
including the Nasdaq National Market, or on any stock exchange or to conform to
usage. The Warrant Certificates shall be dated with the date of their issuance.
SECTION 1.3. EXECUTION OF WARRANT CERTIFICATES. The Warrant Certificates
shall be executed on behalf of the Company by a duly authorized officer of the
Company, either manually or by facsimile signature printed thereon. The Warrant
Certificates shall be manually countersigned by the Warrant Agent and shall not
be valid for any purpose unless so countersigned. Any Warrant Certificate may be
signed on behalf of the Company by the person who at the actual date of the
signing of such Warrant Certificate shall have been the proper officer of the
Company, although at the date of issuance of such Warrant Certificate any such
person has ceased to be such officer of the Company.
ARTICLE II.
EXERCISE OF WARRANTS
SECTION 2.1. EXERCISE. Any or all of the Warrants represented by each
Warrant Certificate may be exercised by the holder thereof on or before 5:00
p.m., Minneapolis time, on May 27, 2000 unless extended by the Company, by
surrender of the Warrant Certificate with the Purchase Form, which is printed on
the reverse thereof (or a reasonable facsimile thereof), duly executed by such
holder, to the Warrant Agent at its principal office in Minneapolis, Minnesota,
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company, in an amount equal to the product of the number of
shares of Common Stock issuable upon exercise of the Warrant represented by such
Warrant Certificate, as adjusted pursuant to the provisions of Article III
hereof, multiplied by the exercise price of $13.50, as adjusted pursuant to the
provisions of Article III hereof (such price as so adjusted from time to time
being herein called the "Purchase Price"), and such holder shall be entitled to
receive such number of fully paid and nonassessable shares of Common Stock, as
so adjusted, at the time of such exercise.
SECTION 2.2. TIME OF EXERCISE. Each exercise of Warrants shall be deemed
to have been effective immediately prior to the close of business on the
business day on which the Warrant Certificate relating to such Warrants shall
have been surrendered to the Warrant Agent as provided in Section 2.1, and at
such time the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such exercise as
provided in Section 2.3 shall be deemed to have become the holder or holders of
record thereof.
SECTION 2.3. ISSUANCE OF SHARES OF COMMON STOCK; NO FRACTIONAL SHARES. As
soon as practicable after the exercise of any Warrant, and in any event within
ten (10) days after receipt by the Company of the notice of exercise under
Section 2.1, the Company at its expense
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<PAGE>
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the holder thereof or as such holder
(upon payment by such holder of any applicable transfer taxes) may direct,
(a) a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock to which such holder shall be entitled
upon such exercise plus, in lieu of any fractional share to which such
holder would otherwise be entitled, an amount in cash equal to such
fraction multiplied by the then current value of a share of Common Stock,
such current value to be determined as follows:
(i) if the Common Stock shall be listed or admitted to unlisted
trading privileges on any single national securities exchange, then
such current value shall be computed on the basis of the last reported
sale price of the Common Stock on such exchange on the last business
day prior to the date of the exercise of such Warrant upon which a
sale shall have been effected; or
(ii) if the Common Stock shall not be so listed or admitted to
unlisted trading privileges and bid and asked prices therefor in the
over-the-counter market shall be reported by NASDAQ, including the
Nasdaq National Market, then such current value shall be computed on
the basis of the Last Reported Sale Valuation Method or, in the event
such method is not then used by NASDAQ, the average of the closing bid
and asked prices on the last business day prior to the date of the
exercise of such Warrant as so reported; or
(iii) if the Common Stock shall be listed or admitted to unlisted
trading privileges on more than one national securities exchange or
one or more national securities exchanges and in the over-the-counter
market, then such current value shall, if different as a result of
calculation under the applicable method(s) described above in this
Section, be deemed to be the higher number calculated in connection
therewith; or
(iv) if the Common Stock shall not be so listed or admitted to
unlisted trading privileges and such bid and asked prices shall not be
so reported, then such current value shall be computed on the basis of
the book value of Common Stock as of the close of business on the last
day of the month immediately preceding the date upon which such
Warrant was exercised, as determined by the Company; and
(b) in case such exercise includes only part of the Warrants
represented by any Warrant Certificate, a new Warrant Certificate or
Warrant Certificates of like tenor, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock equal (without
giving effect to any adjustment therein) to the number of such shares
called for on the face of such Warrant Certificate minus the number of such
shares designated by the holder for such exercise as provided in Section
2.1. Warrants represented by a properly assigned Warrant Certificate may be
exercised by a new holder without first having a new Warrant Certificate
issued.
-3-
<PAGE>
SECTION 2.4. EXTENSION OF EXERCISE PERIOD; CHANGE OF EXERCISE PRICE.
The Company may, upon notice given to the Warrant Agent, and without the consent
of the holders of the Warrant Certificates, (a) reduce the Purchase Price during
all or any portion of the originally stated exercise period or (b) extend the
period over which the Warrants are exercisable beyond May 27, 2000 and increase
or decrease the Purchase Price for any period the Warrant exercise period is
extended. In the case of the extension of the exercise period or a change in
the Purchase Price, the Company must provide the Warrant Agent and the
Warrantholders of record notice of such extension of the exercise period,
specifying, as the case may be, the time to which such exercise period is
extended, or specifying the new Purchase Price and the periods for which such
new Purchase Price is in effect, a reasonable time prior to the date such
extension or new Purchase Price is to take effect, such reasonable time to be
commercially reasonable and consistent with applicable securities laws and
regulations.
ARTICLE III.
ANTIDILUTION PROVISIONS
SECTION 3.1. ADJUSTMENT OF PURCHASE PRICE.
(a) The Purchase Price shall be subject to the following
adjustments. In the event that:
(i) any dividends on any class of stock of the Company payable
in Common Stock or securities convertible into Common Stock shall be
paid by the Company;
(ii) the Company shall subdivide its then outstanding shares
of Common Stock into a greater number of shares; or
(iii) the Company shall combine outstanding shares of Common
Stock, by reclassification or otherwise;
then, in any such event, the Purchase Price in effect immediately prior to
such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full
cent) determined by dividing (A) the number of shares of Common Stock
outstanding immediately prior to such event, multiplied by the then
existing Purchase Price, by (B) the total number of shares of Common Stock
outstanding immediately after such event (including in each case the
maximum number of shares of Common Stock issuable in respect of any
securities convertible into Common Stock), and the resulting quotient shall
be the adjusted Purchase Price per share.
(b) No adjustment of the Purchase Price shall be made if the
amount of such adjustments shall be less than $.05 per share, but in such
case any adjustment that would otherwise be required then to be made shall
be carried forward and shall be made at the time and together with the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to not less than $.05 per share.
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<PAGE>
SECTION 3.2. ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE ON EXERCISE OF
WARRANTS. Upon each adjustment of the Purchase Price pursuant to Section 3.1
above, the registered holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Purchase Price the
number of shares, calculated to the nearest full share, obtained by multiplying
the number of shares specified in such Warrant (as adjusted as a result of all
adjustments in the Purchase Price in effect prior to such adjustment) by the
Purchase Price in effect prior to such adjustment and dividing the product so
obtained by the adjusted Purchase Price.
SECTION 3.3. NOTICE AS TO ADJUSTMENT. Upon any adjustment of the Purchase
Price and an increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of the Warrants, then, and in each such case, the
Company shall within ten (10) days after the effective date of such adjustment
give written notice thereof, by first class mail, postage prepaid, addressed to
each registered Warrantholder at the address of such Warrantholder as shown on
the books of the Company, which notice shall state the adjusted Purchase Price
and the increased or decreased number of shares purchasable upon the exercise of
the Warrants, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
SECTION 3.4. EFFECT OF REORGANIZATION, RECLASSIFICATION, MERGER, ETC. If
at any time while any Warrant is outstanding there should be any capital
reorganization or reclassification of the capital stock of the Company (other
than the issue of any shares of Common Stock in subdivision of outstanding
shares of Common Stock by reclassification or otherwise and other than a
combination of shares provided for in Section 3.1 hereof) or any consolidation
or merger of the Company with another corporation or any sale, conveyance, lease
or other transfer by the Company of all or substantially all of its property to
any other corporation, the holder of any Warrant shall, during the remainder of
the period such Warrant is exercisable, be entitled to receive, upon payment of
the Purchase Price, the number of shares of stock or other securities or
property of the Company, or of the successor corporation resulting from such
consolidation or merger, or of the corporation to which the property of the
Company has been sold, conveyed, leased or otherwise transferred, as the case
may be, to which the Common Stock (and any other securities and property) of the
Company, deliverable upon the exercise of such Warrant, would have been entitled
upon such capital reorganization, reclassification of capital stock,
consolidation, merger, sale, conveyance, lease or other transfer if such Warrant
had been exercised immediately prior to such capital reorganization,
reclassification of capital stock, consolidation, merger, sale, conveyance,
lease or other transfer; and, in any such case, appropriate adjustment (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth in this Warrant Agreement with respect
to the rights and interests thereafter of the Warrantholders to the end that the
provisions set forth in this Warrant Agreement (including the adjustment of the
Purchase Price and the number of shares issuable upon the exercise of the
Warrants) shall thereafter be applicable, as near as may be reasonably
practicable, in relation to any shares or other property thereafter deliverable
upon the exercise of the Warrants as if the Warrants had been exercised
immediately prior to such capital reorganization, reclassification of capital
stock, consolidation, merger, sale, conveyance, lease or other transfer and the
Warrantholders had carried out the terms of the exchange as provided for by such
capital reorganization, reclassification, consolidation or merger. The Company
shall not effect any such capital reorganization, consolidation, merger or
transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise
-5-
<PAGE>
transferred shall assume by written instrument the obligation to deliver to the
holder of each Warrant such shares of stock, securities, cash or property as in
accordance with the foregoing provisions such holder shall be entitled to
purchase.
SECTION 3.5. PRIOR NOTICE AS TO CERTAIN EVENTS. In case at any time:
(a) the Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than cash dividends) to the
holders of its Common Stock; or
(b) the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or any
other rights; or
(c) there shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with, or sale, conveyance, lease or other transfer of all or substantially
all of its assets to, another corporation; or
(d) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then in any one or more of such cases, the Company shall give prior written
notice, by first class mail, postage prepaid, addressed to each registered
Warrantholder at the address of such Warrantholder as shown on the books of the
Company, of the date on which (x) the books of the Company shall close or a
record shall be taken for such stock dividend, distribution or subscription
rights or (y) such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up shall take place, as the case may
be. Such notice shall also specify the date as of which the holders of the
Common Stock of record shall participate in such dividend, distribution or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding up, as the case may be. Such written notice shall be given at least
twenty (20) days prior to the action in question and not less than twenty (20)
days prior to the record date or the date on which the Company's transfer books
are closed in respect thereto.
SECTION 3.6. CERTAIN OBLIGATIONS OF THE COMPANY. The Company will not, by
amendment of its articles of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant Agreement or the Warrant
Certificate, but will at all times in good faith assist in the carrying out of
all such terms. Without limiting the generality of the foregoing, the Company
(a) will take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
such stock upon the exercise of all Warrants from time to time outstanding, and
(b) will not (i) transfer all or substantially all of its properties and assets
to any other person or entity, or (ii) consolidate with or merge into any other
entity where the Company is not the continuing or surviving entity, or (iii)
permit any other entity to consolidate with or merge into the
-6-
<PAGE>
Company where the Company is the continuing or surviving entity but, in
connection with such consolidation or merger, the Common Stock then issuable
upon the exercise of the Warrants shall be changed into or exchanged for shares
or other securities or property of any other entity unless, in any such case,
the other entity acquiring such properties and assets, continuing or surviving
after such consolidation or merger or issuing or distributing such shares or
other securities or property, as the case may be, shall expressly assume in
writing and be bound by all the terms of this Warrant Agreement and the Warrant
Certificates.
SECTION 3.7. RESERVATION AND LISTING OF COMMON STOCK. The Company will at
all times reserve and keep available, solely for issuance and delivery upon the
exercise of the Warrants, all shares of Common Stock from time to time issuable
upon such exercise. All such shares shall be authorized and, when issued upon
such exercise, shall be validly issued, fully paid and nonassessable with no
liability on the part of the holder thereof. The Company, at its expense, will
list on the NASDAQ system, including the Nasdaq National Market, if applicable,
and on each national securities exchange on which any Common Stock may at any
time be listed, subject to official notice of issuance, and will maintain such
listing of, the shares of Common Stock from time to time issuable upon the
exercise of the Warrants.
SECTION 3.8. REGISTRATION OR EXEMPTION FOR COMMON STOCK. The Company will
use its best efforts (a) at all times the Warrants are exercisable to maintain
an effective registration statement under the Securities Act of 1933, as amended
(the "Act"), covering Common Stock issuable upon exercise of the Warrants, (b)
from time to time to amend or supplement the prospectus contained in such
registration statement to the extent necessary in order to comply with
applicable law, (c) to qualify for exemption from the registration requirements
of the Act the Common Stock issuable upon exercise of the Warrants, and (d) to
maintain exemptions or qualifications, in those jurisdictions in which the
original registration statement relating to the Warrants was initially
qualified, to permit the exercise of the Warrants and the issuance of the Common
Stock pursuant to such exercise. The Warrant Agent shall have no responsibility
for the maintenance of such exemptions or qualifications or for liabilities
arising from the exercise or attempted exercise of Warrants in jurisdictions
where exemptions or qualifications have not been maintained or are otherwise
unavailable.
ARTICLE IV.
REDEMPTION OF WARRANTS
SECTION 4.1. REDEMPTION PRICE. The Warrants may be redeemed at the option
of the Company in whole, at any time on or after August 25, 1997, and on or
before May 27, 2000, upon notice as set forth in Section 4.2, and at a
redemption price equal to $.01 per Warrant, provided that (a) the last reported
sale price of the Common Stock on a national securities exchange, if the Common
Stock shall be listed or admitted to unlisted trading privileges on a national
securities exchange, or (b) the closing bid price of the Common Stock on the
NASDAQ system, if the Common Stock is not so listed or admitted to unlisted
trading privileges, exceeds $14.50 per share (such price subject to adjustment
from time to time in the same manner as the Purchase Price pursuant to the
provisions of Article III hereof) for any 10 consecutive trading days prior to
the date such notice of redemption is given.
-7-
<PAGE>
SECTION 4.2. NOTICE OF REDEMPTION. In the case of any redemption of
Warrants, the Company or, at its request, the Warrant Agent in the name of and
at the expense of the Company, shall give notice of such redemption to the
holders of the Warrants to be redeemed as hereinafter provided in this Section
4.2. Notice of redemption to the holders of Warrants shall be given by mailing
by first-class mail a notice of such redemption not less than 30 days prior to
the date fixed for redemption. Any notice which is given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder receives the notice. In any case, failure duly to give such notice,
or any defect in such notice, to the holder of any Warrant Certificate shall not
affect the validity of the proceedings for the redemption of Warrants
represented by any other Warrant Certificate. Each such notice shall specify the
date fixed for redemption, the place of redemption and the redemption price of
$.01 at which each Warrant is to be redeemed, and shall state that payment of
the redemption price of the Warrants will be made on surrender of the Warrants
at such place of redemption, and that if not exercised by the close of business
on the date fixed for redemption, the exercise rights of the Warrants identified
for redemption shall expire unless extended by the Company. Such notice shall
also state the current Purchase Price and the date on which the right to
exercise the Warrants will expire unless extended by the Company.
SECTION 4.3. PAYMENT OF WARRANTS ON REDEMPTION; DEPOSIT OF REDEMPTION
PRICE. If notice of redemption shall have been given as provided in Section 4.2,
the redemption price of $.01 per Warrant shall, unless the Warrant is
theretofore exercised pursuant to the terms hereof, become due and payable on
the date and at the place stated in such notice. On and after such date of
redemption, provided that cash sufficient for the redemption thereof shall then
be deposited by the Company with the Warrant Agent for that purpose, the
exercise rights of the Warrants identified for redemption shall expire. On
presentation and surrender of Warrant Certificates at such place of payment
specified in such notice, the Warrants identified for redemption shall be paid
and redeemed at the redemption price of $.01 per Warrant. Prior to the date
fixed for redemption, the Company shall deposit with the Warrant Agent an amount
of money sufficient to pay the redemption price of all the Warrants identified
for redemption. Any monies which shall have been deposited with the Warrant
Agent for redemption of Warrants and which are not required for that purpose by
reason of exercise of Warrants shall be repaid to the Company upon delivery to
the Warrant Agent of evidence satisfactory to it of such exercise.
ARTICLE V.
CERTAIN OTHER PROVISIONS RELATING TO
RIGHTS OF HOLDERS OF WARRANT CERTIFICATES
SECTION 5.1. NO RIGHTS OF SHAREHOLDERS. The Warrant Certificates shall be
issued in registered form only. No Warrant Certificate shall entitle the holder
thereof to any of the rights of a holder of shares of Common Stock of the
Company, including, without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of
holders of Common Stock or any other proceedings of the Company.
SECTION 5.2. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
CERTIFICATES. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to the Warrant Agent of the loss,
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<PAGE>
theft, destruction or mutilation of any Warrant Certificate, and (a) in the case
of any such loss, theft, or destruction, upon delivery to the Warrant Agent of
an indemnity bond in form and amount, and issued by a bonding company,
reasonably satisfactory to the Company, or (b) in the case of any such
mutilation, upon surrender to and cancellation by the Warrant Agent of such
Warrant Certificate, the Company at its expense will execute and cause the
Warrant Agent to countersign and deliver, in lieu thereof, a new Warrant
Certificate of like tenor.
SECTION 5.3. TRANSFER AGENT; CANCELLATION OF WARRANT CERTIFICATES;
UNEXERCISED WARRANTS. Norwest Bank Minnesota, National Association (and any
successor), as transfer agent (the "Transfer Agent"), is hereby irrevocably
authorized and directed at all times to reserve such number of authorized and
unissued shares of Common Stock as shall be sufficient to permit the exercise in
full of all Warrants from time to time outstanding. The Company will keep a copy
of this Agreement on file with the Transfer Agent. The Warrant Agent, and any
successor thereto, is hereby irrevocably authorized to requisition from time to
time from the Transfer Agent certificates for shares of Common Stock required
for exercise of Warrants. The Company will supply the Transfer Agent with duly
executed certificates for shares of Common Stock for such purpose and will make
available any cash required in settlement of fractional share interests. All
Warrant Certificates surrendered upon the exercise or redemption of Warrants
shall be cancelled by the Warrant Agent and shall thereafter be delivered to the
Company; such cancelled Warrant Certificates, with the Purchase Form on the
reverse thereof duly filled in and signed, shall constitute conclusive evidence
as between the parties hereto of the numbers of shares of Common Stock which
shall have been issued upon exercises of Warrants. Promptly after the last day
on which the Warrants are exercisable (set forth in Section 2.1 above), the
Warrant Agent shall certify to the Company the aggregate number of Warrants then
outstanding and unexercised. No shares of Common Stock shall be subject to
reservation with respect to Warrants not exercised prior to the time and date
identified in Section 2.1 above as the last time and date at which Warrants may
be exercised.
ARTICLE VI.
TRANSFER AND EXCHANGE OF WARRANT CERTIFICATES
SECTION 6.1. WARRANT REGISTER; TRANSFER OR EXCHANGE OF WARRANT
CERTIFICATES. The Warrant Agent shall cause to be kept at the principal office
of the Warrant Agent a register (the "Warrant Register") in which, subject to
such reasonable regulations as the Company may prescribe, provisions shall be
made for the registration of transfers and exchanges of Warrant Certificates.
Upon surrender for transfer or exchange of any Warrant Certificates, properly
endorsed, to the Warrant Agent, the Warrant Agent at the Company's expense will
issue and deliver to or upon the order of the holder thereof a new Warrant
Certificate or Warrant Certificates of like tenor, in the name of such holder or
as such holder (upon payment by such holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face of the Warrant Certificate so
surrendered. Any Warrant Certificate surrendered for transfer or exchange shall
be cancelled by the Warrant Agent and shall thereafter be delivered to the
Company.
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<PAGE>
SECTION 6.2. IDENTITY OF WARRANTHOLDERS. Until a Warrant Certificate is
transferred in the Warrant Register, the Company and the Warrant Agent may treat
the person in whose name the Warrant Certificate is registered as the absolute
owner thereof and of the Warrants represented thereby for all purposes,
notwithstanding any notice to the contrary, except that, if and when any Warrant
Certificate is properly assigned in blank, the Company and the Warrant Agent may
(but shall not be obligated to) treat the bearer thereof as the absolute owner
of the Warrant Certificate and of the Warrants represented thereby for all
purposes, notwithstanding any notice to the contrary.
ARTICLE VII.
CONCERNING THE WARRANT AGENT
SECTION 7.1. TAXES. The Company will, from time to time, promptly pay to
the Warrant Agent, or make provision satisfactory to the Warrant Agent for the
payment of, all taxes and charges that may be imposed by the United States or
any State upon the Company or the Warrant Agent upon the transfer or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not
be obligated to pay any tax imposed in connection with any transfer involved in
the delivery of a certificate for shares of Common Stock in any name other than
that of the registered holder of the Warrant Certificate surrendered in
connection with the purchase thereof.
SECTION 7.2. REPLACEMENT OF WARRANT AGENT IN CIRCUMSTANCES.
(a) The Warrant Agent may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30)
days notice in writing to the Company, except that such shorter notice may
be given as the Company shall, in writing, accept as sufficient. The
Company may discharge the Warrant Agent at any time with or without reason,
effective upon thirty (30) days written notice to the Warrant Agent or such
shorter period as the Warrant Agent shall, in writing, accept as
sufficient. If the office of Warrant Agent becomes vacant by resignation,
discharge, incapacity to act or otherwise, the Company shall appoint in
writing a new Warrant Agent, the principal office of which shall be in
Minnesota. If the Company shall fail to make such appointment within a
period of thirty (30) days after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Warrant Agent
or by the holder of a Warrant Certificate, then the holder of any Warrant
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Warrant Agent. Any new Warrant Agent, whether
appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of the
State of Minnesota, of good standing, and having its principal office in
Minnesota, which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by Federal or State
authority. Any new Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to the Company an instrument accepting such
appointment hereunder and thereupon such new Warrant Agent without any
further act or deed shall become vested with all the rights, powers, duties
and responsibilities of the Warrant Agent hereunder with like effect as if
it had been named as the Warrant Agent; but if for any reason it becomes
necessary or expedient to have the former Warrant Agent execute and deliver
any further assurance,
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<PAGE>
conveyance, act or deed, the same shall be done and shall be legally and
validly executed and delivered by the former Warrant Agent. Not later than
the effective date of any such appointment the Company shall file notice
thereof with the former Warrant Agent. The Company shall promptly give
notice of any such appointment to the holders of the Warrant Certificates
by mail to their addresses as shown in the Warrant Register. Failure to
file or give such notice, or any defect therein, shall not affect the
legality or validity of the appointment of the successor Warrant Agent.
(b) Any company into which the Warrant Agent or any new Warrant Agent
may be merged or converted or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to which the
Warrant Agent or any new Warrant Agent shall be a party shall be the
successor Warrant Agent under this Warrant Agreement without any further
act; provided that if such company would not be eligible for appointment as
a successor Warrant Agent under the provisions of paragraph (a) of this
Section 7.2 the Company shall forthwith appoint a new Warrant Agent in
accordance with such provisions. Any such successor Warrant Agent may adopt
the prior countersignature of any predecessor Warrant Agent and deliver
Warrant Certificates countersigned and not delivered by such predecessor
Warrant Agent or may countersign Warrant Certificates either in the name of
any predecessor Warrant Agent or the name of the successor Warrant Agent.
SECTION 7.3. REMUNERATION OF WARRANT AGENT. The Company will pay the
Warrant Agent reasonable remuneration for its services as Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.
SECTION 7.4. FURTHER ASSURANCES. The Company will perform, exercise,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
by the Warrant Agent of the provisions of this Warrant Agreement.
SECTION 7.5. LIMITATIONS ON LIABILITIES OF THE WARRANT AGENT.
(a) The Warrant Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection of the Warrant Agent as to
any action taken or omitted by it in good faith and in accordance with such
opinion.
(b) Whenever, in the performance of its duties under this Warrant
Agreement, the Warrant Agent shall deem it necessary or desirable that any
matter be proved or established, or that any instructions with respect to
the performance of its duties hereunder be given, by the Company prior to
taking or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established, or such instructions may
be given, by a certificate or instrument signed by an officer of the
Company and delivered to the Warrant Agent; and such certificate or
instrument shall be full authorization to the Warrant Agent for any action
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<PAGE>
taken or suffered in good faith by it under the provisions of this Warrant
Agreement in reliance upon such certificate or instrument; but in its
discretion the Warrant Agent may in lieu thereof accept other evidence of
such matter or may require such further or additional evidence as it may
deem reasonable.
(c) The Warrant Agent shall be liable hereunder only for its own
negligence or willful misconduct. The Warrant Agent shall act hereunder
solely as agent, and its duties shall be determined solely by the
provisions hereof. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments,
costs and counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Warrant Agreement except as a result of the
Warrant Agent's negligence or willful misconduct.
(d) The Warrant Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Warrant Agreement or
in the Warrant Certificates (except its countersignature thereof) or be
required to verify the same, but all such statements and recitals are and
shall be deemed to have been made by the Company only.
(e) The Warrant Agent shall not be under any responsibility in
respect to the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Warrant
Agreement or in any Warrant Certificate; nor shall it be responsible for
the making of any adjustment in the Purchase Price, or number of shares
issuable upon exercise of the Warrant Certificates or responsible for the
manner, method or amount of any such adjustment or the facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant Certificate or as to whether any shares of Common
Stock or other securities are or will be validly authorized and issued and
fully paid and nonassessable.
SECTION 7.6. AMENDMENT AND MODIFICATION. The Warrant Agent may, without
the consent or concurrence of the holders of the Warrant Certificates, by
supplemental agreement or otherwise, join with the Company in making any changes
or corrections in this Warrant Agreement that they shall have been advised by
counsel (a) are required to cure any ambiguity or to correct any defective or
inconsistent provision or clerical omission or mistake or manifest error herein
contained, (b) add to the obligations of the Company in this Warrant Agreement
further obligations thereafter to be observed by it, or surrender any right or
power reserved to or conferred upon the Company in this Warrant Agreement, or
(c) do not or will not adversely affect, alter or change the rights, privileges
or immunities of the holders of Warrant Certificates not provided for under this
Warrant Agreement; provided, however, that any term of this Warrant Agreement or
any Warrant Certificate may be changed, waived, discharged or terminated by an
instrument in writing signed by each party against which enforcement of such
change, waiver, discharge or termination is sought, or by which the same is to
be performed or observed.
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<PAGE>
ARTICLE VIII.
OTHER MATTERS
SECTION 8.1. SUCCESSORS AND ASSIGNS. All the covenants and provisions of
this Warrant Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.
SECTION 8.2. NOTICES. Any notice or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant Certificate to or on the Company shall be sufficiently given or made if
sent by first class or registered mail, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent) as
follows:
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
Attention: Chief Financial Officer
Any notice or demand authorized by this Warrant Agreement to be given or made by
the holder of any Warrant Certificate or by the Company to or on the Warrant
Agent shall be sufficiently given or made if sent by first class or registered
mail, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company) as follows:
Norwest Bank Minnesota, National Association
Stock Transfer
161 North Concord Exchange
P.O. Box 738
South Saint Paul, Minnesota 55075-0738
SECTIONS 8.3. GOVERNING LAW. This Warrant Agreement and the Warrant
Certificates are being delivered in the State of Minnesota and shall be
construed and enforced in accordance with and governed by the laws of such
State.
SECTION 8.4. NO BENEFITS CONFERRED. Nothing in this Warrant Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the Company, the Warrant Agent, and the holders of the
Warrant Certificates, any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
herein; and all covenants, conditions, stipulations, promises and agreements in
this Warrant Agreement contained shall be for the sole and exclusive benefit of
the Company, the Warrant Agent, their respective successors and the holders of
the Warrant Certificates.
SECTION 8.5. HEADINGS. The descriptive headings used in this Warrant
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
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<PAGE>
IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the
parties hereto as of the day and year first above written.
WILSONS THE LEATHER EXPERTS INC.
By /s/ David L. Rogers
--------------------------------------
Its President
-------------------------------------
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Karri L. VanDell
--------------------------------------
Its Corporate Officer
-------------------------------------
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<PAGE>
EXHIBIT A
---------
THIS WARRANT CERTIFICATE MAY BE
TRANSFERRED SEPARATELY FROM THE COMMON STOCK CERTIFICATE
WITH WHICH IT IS INITIALLY ISSUED
EXERCISABLE ON OR BEFORE, AND VOID AFTER,
5:00 P.M. MINNEAPOLIS TIME, May 27, 2000
No. W - ________ Certificate for ________ Warrants
---------------------------------
WARRANT CUSIP
---------------------------------
WARRANTS TO PURCHASE COMMON STOCK OF
WILSONS THE LEATHER EXPERTS INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
THIS CERTIFIES that ___________________________________________ or assigns,
is the owner of the number of Warrants set forth above, each of which represents
the right to purchase from Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), at any time on or before 5:00 p.m., Minneapolis
time, May 27, 2000, upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement hereinafter referred to, one share (subject
to adjustments referred to below) of the Common Stock of the Company (such
shares or other securities or property purchasable upon exercise of the Warrants
being herein called the "Shares"), by surrendering this Warrant Certificate,
with the Purchase Form on the reverse side duly executed, at the principal
office of Norwest Bank Minnesota, National Association, or its successor, as
warrant agent (the "Warrant Agent"), and by paying in full, in cash or by
certified or official bank check payable to the order of the Company, the
purchase price of $13.50 per share.
Upon any exercise of less than all the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder a new Warrant Certificate in
respect of the Warrants as to which this Warrant Certificate was not exercised.
Upon the surrender for transfer or exchange hereof, properly endorsed, to
the Warrant Agent, the Warrant Agent at the Company's expense will issue and
deliver to the order of the holder hereof a new Warrant Certificate or Warrant
Certificates of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face hereof.
A-1
<PAGE>
The Warrant Certificates are issued only as registered Warrant
Certificates. Until this Warrant Certificate is transferred in the Warrant
Register, the Company and the Warrant Agent may treat the person in whose name
this Warrant Certificate is registered as the absolute owner hereof and of the
Warrants represented hereby for all purposes, notwithstanding any notice to the
contrary.
This Warrant Certificate is issued under the Warrant Agreement dated as of
May 27, 1997, between the Company and the Warrant Agent and is subject to the
terms and provisions contained in said Warrant Agreement, to all of which terms
and provisions the registered holder of this Warrant Certificate consents by
acceptance hereof. Copies of said Warrant Agreement are on file at the principal
office of the Warrant Agent in Minneapolis, Minnesota, and may be obtained by
writing to the Warrant Agent.
The number of Shares receivable upon the exercise of the Warrants
represented by this Warrant Certificate and the purchase price per share are
subject to adjustment upon the happening of certain events specified in the
Warrant Agreement (which provisions are contained in Article III of the Warrant
Agreement and are hereby incorporated by reference).
No fractional Shares of the Company's Common Stock will be issued upon the
exercise of Warrants. As to any final fraction of a share which a holder of
Warrants exercised in the same transaction would otherwise be entitled to
purchase on such exercise, the Company shall pay a cash adjustment in lieu of
any fractional Share determined as provided in the Warrant Agreement.
The Warrants may be redeemed by the Company, in whole, at any time on or
after August 25, 1997, and on or before May 27, 2000, at a redemption price of
$.01 per Warrant, upon notice of such redemption as set forth below, provided
that (a) the last reported sale price of the Common Stock on a national
securities exchange, if the Common Stock shall be listed or admitted to unlisted
trading privileges on a national securities exchange, or (b) the closing bid
price of the Common Stock on the NASDAQ system, if the Common Stock is not so
listed or admitted to unlisted trading privileges, exceeds $14.50 per share
(subject to adjustment as provided in the Warrant Agreement) for any 10
consecutive trading days prior to the date such notice of redemption is given.
Notice of redemption shall be mailed not less than thirty (30) days prior to the
date fixed for redemption to the holders of Warrants at their last registered
addresses. If notice of redemption shall have been given as provided in the
Warrant Agreement and cash sufficient for the redemption be deposited by the
Company for that purpose, the exercise rights of the Warrants identified for
redemption shall expire at the close of business on such date of redemption
unless extended by the Company.
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of Common Stock of the Company, including, without
limitation, the right to vote, to receive dividends and other distributions, to
exercise any preemptive right, or to receive any notice of, or to attend
meetings of holders of Common Stock or any other proceedings of the Company.
This Warrant Certificate shall be void and the Warrants and any rights
represented hereby shall cease unless exercised on or before 5:00 P.M.
Minneapolis time on May 27, 2000, unless extended by the Company.
A-2
<PAGE>
This Warrant Certificate shall not be valid for any purpose until it shall
have been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the Company's duly authorized officers.
Dated: WILSONS THE LEATHER EXPERTS INC.
By_________________________________
Its________________________________
Attest:
______________________________
Secretary
COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Warrant Agent
By____________________________
Authorized Signature
A-3
<PAGE>
[REVERSE OF WARRANT CERTIFICATE]
THE ARTICLES OF INCORPORATION OF THE CORPORATION GRANT TO THE BOARD OF DIRECTORS
THE POWER TO ESTABLISH MORE THAN ONE CLASS OR SERIES OF SHARES AND TO FIX THE
RELATIVE RIGHTS AND PREFERENCES OF ANY SUCH DIFFERENT CLASS OR SERIES. THE
CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A
FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY
HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE
RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.
THE HOLDER OF THIS WARRANT CERTIFICATE WILL BE ABLE TO EXERCISE THE WARRANTS
ONLY IF A CURRENT PROSPECTUS RELATING TO THE SHARES UNDERLYING THE WARRANTS IS
THEN IN EFFECT AND ONLY IF SUCH SHARES ARE QUALIFIED FOR SALE OR EXEMPT FROM
QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF THE STATES IN WHICH THE
HOLDER OF THIS WARRANT CERTIFICATE RESIDES. ALTHOUGH THE COMPANY WILL USE ITS
BEST EFFORTS TO MAINTAIN THE EFFECTIVENESS OF A CURRENT PROSPECTUS COVERING THE
SHARES UNDERLYING THE WARRANTS, THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL
BE ABLE TO DO SO, OR TO GET ANY REQUIRED AMENDMENTS DECLARED EFFECTIVE BY
FEDERAL OR STATE AUTHORITIES IN A TIMELY MANNER. THE COMPANY WILL BE UNABLE TO
ISSUE SHARES TO THOSE PERSONS DESIRING TO EXERCISE THEIR WARRANTS IF A CURRENT
PROSPECTUS COVERING THE SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANTS IS NOT
KEPT EFFECTIVE OR IF SUCH SHARES ARE NOT QUALIFIED NOR EXEMPT FROM QUALIFICATION
IN THE STATES IN WHICH THE HOLDERS OF THE WARRANTS RESIDE.
TO: Wilsons The Leather Experts Inc.
c/o Norwest Bank Minnesota, National Association
Warrant Agent
PURCHASE FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANT
CERTIFICATES)
The undersigned hereby irrevocably elects to exercise _____________* of the
Warrants represented by the Warrant Certificate and to purchase for cash the
Shares issuable upon the exercise of said Warrants, and herewith makes payment
of $__________ therefor, and requests that certificates for such Shares shall be
issued in the name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
REGISTERED HOLDER OF CERTIFICATE
- ----------------------------
- ----------------------------
A-4
<PAGE>
________________________________________
(Print Name)
________________________________________
(Address)
________________________________________
Dated:________________________ Signature(s) _________________________
_________________________
____________________
* Insert here the number of Warrants evidenced on the face of this Warrant
Certificate (or, in the case of a partial exercise, the portion thereof being
exercised), in either case without making any adjustment for additional Common
Stock or any other securities or property or cash which, pursuant to the
adjustment provisions referred to in this Warrant Certificate, may be
deliverable upon exercise.
A-5
<PAGE>
ASSIGNMENT FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO TRANSFER WARRANT
CERTIFICATES)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
____________________** of the Warrants represented by this Warrant Certificate
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------
- ---------------------------
________________________________________
(Print name)
________________________________________
(Address)
________________________________________
and does hereby irrevocably constitute and appoint______________________________
Attorney to transfer this Warrant Certificate on the records of the Company with
full power of substitution in the premises.
Dated: _______________________ Signature(s) ____________________
____________________
Signature(s)
Guaranteed:_____________________________
_____________________
** Insert here the number of Warrants evidenced on the face of this Warrant
Certificate (or, in the case of a partial assignment, the portion thereof being
assigned), in either case without making any adjustment for additional Common
Stock or any other securities or property or cash which, pursuant to the
adjustment provisions referred to in this Warrant Certificate, may be
deliverable upon exercise.
NOTICE
THE SIGNATURE(S) TO THE PURCHASE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME(S) AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE
IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
A-6
<PAGE>
Exhibit 4.11
AMENDMENT TO SHAREHOLDER AGREEMENT
THIS AMENDMENT TO SHAREHOLDER AGREEMENT is made and entered into as of the
23rd day of May, 1997, by and among Wilsons The Leather Experts Inc., a
Minnesota corporation (the "Company"), Leather Investors Limited Partnership I,
a Minnesota limited partnership (the "First Limited Partnership"), Leather
Investors Limited Partnership II, a Minnesota limited partnership (the "Second
Limited Partnership" and, together with the First Limited Partnership,
collectively, the "Limited Partnerships"), Joel Waller ("Waller"), David Rogers
("Rogers") and Neil I. Sell, as Trustee for the Trusts (the "Trusts") of Melissa
Diane Rogers U/A dated September 16, 1996 and Brian David Rogers U/A dated
September 16, 1996 (in such capacity as Trustee of the Trusts, "Sell").
WHEREAS, as of the date of this Agreement, the Company has outstanding (i)
4,320,000 shares of Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), 2,925,000 shares of Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), and 405,000 shares of Class C Common Stock,
par value $.01 per share (the "Class C Common Stock" and, together with the
Class A Common Stock, the Class B Common Stock and the common stock of the
Company undesignated as to class, herein collectively called the "Common
Stock"), and (ii) 7,405 shares of Series A Preferred Stock, par value $.01 per
share (the "Preferred Stock") (the outstanding shares of Common Stock and
Preferred Stock of the Company being hereinafter referred to as the "Shares");
and
WHEREAS, the Company, the Limited Partnerships, the holders of all of the
general and limited partnership interests in the Limited Partnerships, Waller,
Rogers and, as a Permitted Transferee of Rogers, Sell, and certain other
employees of the Company are parties to a Shareholder Agreement dated as of May
25, 1996 (as previously amended, the "Shareholder Agreement"), which, among
other things, governs the transfer of the Shares and the outstanding general and
limited partnership interests in the Limited Partnerships; and
WHEREAS, Section 2.3 of the Shareholder Agreement, among other things,
permits each employee of the Company who is a party to the Shareholder Agreement
to transfer his or her Shares to a "Permitted Transferee" of such employee
(which is defined in the Shareholder Agreement to mean any trust solely for the
benefit of one or more of such employee and his or her Family Members (as
defined in the Shareholder Agreement)); and
WHEREAS, Waller, an employee of the Company, desires to transfer certain of
his Shares to his spouse who, immediately thereafter, would transfer such Shares
to the Waller Family Limited Partnership, a limited partnership to be formed
under the laws of the State of Minnesota (the "Waller L.P."), and Waller,
simultaneously with his wife's transfer of such Shares to the Waller L.P., would
transfer other Shares owned by Waller to the Waller L.P.; and
<PAGE>
WHEREAS, Waller would be a general partner of the Waller L.P., and the
Waller L.P. would have no other general partners other than Waller's spouse and
no limited partners other than Waller, his spouse and other persons who would be
either Permitted Transferees or Family Members, as those terms are defined in
the Shareholder Agreement, of Waller; and
WHEREAS, in the absence of an amendment to the Shareholder Agreement,
Waller's spouse would not be expressly included as a Permitted Transferee of
Waller under the Shareholder Agreement, and the Waller L.P. would not be
expressly included as a Permitted Transferee of Waller or his spouse under the
Shareholder Agreement; and
WHEREAS, Section 12.4 of the Shareholder Agreement provides that it may be
amended by a writing signed by the Company, the holders of at least 80% of the
Shares of Common Stock then outstanding and the holders of a majority of the
Shares of Preferred Stock then outstanding; and
WHEREAS, the First Limited Partnership, Waller, Rogers and Sell hold at
least 80% of the outstanding Shares of Common Stock, and the Second Limited
Partnership holds all of the outstanding Shares of Preferred Stock; and
WHEREAS, the Company, the Limited Partnerships, Waller, Rogers and Sell
desire to amend the Shareholder Agreement to provide that the Waller L.P. would
constitute a Permitted Transferee of Waller.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The definition of Permitted Transferee in the Shareholder Agreement is
hereby expanded to include (i) in respect of Waller, his spouse, as long as she
transfers any Shares received by her from Waller to the Waller L.P. immediately
following her receipt of such Shares, and (ii) in respect of Waller or his
spouse, the Waller L.P., as long as Waller is a general partner of the Waller
L.P. and the Waller L.P. has no other general partners other than Waller's
spouse and no limited partners other than Waller, his spouse and other persons
who are either Permitted Transferees or Family Members, as those terms are
defined in the Shareholder Agreement, of Waller.
2. The Shareholder Agreement shall continue in full force and effect,
unmodified except as expressly amended hereby.
3. This Amendment may be executed in two or more counterparts, each of
which shall be an original, but all of which shall constitute but one agreement,
and shall be effective only if executed by each of the parties hereto and
consented to in writing by CVS New York, Inc. (formerly known as Melville
Corporation).
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
WILSONS THE LEATHER EXPERTS
INC.
By /s/ David L. Rogers
----------------------------
Its President
----------------------------
LEATHER INVESTORS LIMITED
PARTNERSHIP I
By /s/ Lyle Berman
----------------------------
Name: Lyle Berman
Title: General Partner
And /s/ Morris Goldfarb
----------------------------
Name: Morris Goldfarb
Title: General Partner
LEATHER INVESTORS LIMITED
PARTNERSHIP II
By /s/ Lyle Berman
----------------------------
Name: Lyle Berman
Title: General Partner
And /s/ Morris Goldfarb
----------------------------
Name: Morris Goldfarb
Title: General Partner
/s/ Joel Waller
---------------------------------
Joel Waller
-3-
<PAGE>
/s/ David Rogers
---------------------------------
David Rogers
/s/ Neil I. Sell
---------------------------------
Neil I. Sell, Trustee,
Melissa Diane Rogers
1996 Irrevocable Trust U/A dated 9/16/96
/s/ Neil I. Sell
---------------------------------
Neil I. Sell, Trustee,
Brian David Rogers
1996 Irrevocable Trust U/A dated 9/16/96
-4-
<PAGE>
Exhibit 5.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
October 2, 1997
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
Re: Wilsons The Leather Experts Inc.
Registration Statement on Form S-4
----------------------------------
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-4
(the "Registration Statement") of Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), which you have filed with the Securities and
Exchange Commission on October 2, 1997 in connection with the exchange of $1,000
principal amount of 11 1/4% Series B Senior Notes due 2004 (the "Notes") of the
Company for each $1,000 principal amount of its outstanding 11 1/4% Series A
Senior Notes due 2004 (the "Private Notes"). The Notes will be issued pursuant
to an Indenture (the "Indenture") dated as of August 18, 1997 among the Company,
the Guarantors named therein (the "Guarantors") and the Trustee named therein,
and will be guaranteed (the "Guarantees") by such Guarantors.
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this opinion. We have examined, among
other things, the terms of the Notes, the Guarantees and the Indenture. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to authentic
original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the federal securities laws of the United States and the laws of the State of
Minnesota, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws.
Based on the foregoing, we are of the opinion that:
1. The Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to the holders of the Private Notes in exchange for the Private Notes as
contemplated by the Registration Statement, will be entitled to the benefits of
the Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms.
2. The Guarantees have been duly authorized and, when the Notes are
executed and authenticated in accordance with the provisions of the Indenture
and delivered to the holders of the
<PAGE>
Wilsons The Leather Experts Inc.
October 2, 1997
Page 2
Private Notes in exchange for the Private Notes as contemplated by the
Registration Statement, the Guarantees endorsed thereon will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Guarantors, enforceable in accordance with their terms.
The opinions expressed herein are subject to the following qualifications,
assumptions, expectations and limitations:
(a) In connection with rendering the opinions set forth herein, we have
assumed the genuineness of all signatures (other than those of signatories on
behalf of the Company and the Guarantors), the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies thereof, and the authenticity of the
originals of such latter documents.
(b) For purposes of determining whether any Guarantor has the corporate
power to enter into any of the Operative Documents (as such term is defined in
the Purchase Agreement dated August 14, 1997 among the Company, the Guarantors
and BancAmerica Securities, Inc. relating to the issuance of the Notes and the
Private Notes) executed or to be executed by it and to perform its obligations
thereunder, we have assumed that the laws of the state of incorporation of each
such Guarantor which is not incorporated in the State of Minnesota are identical
in all applicable respects to the laws governing a corporation incorporated
under the laws of the State of Minnesota.
(c) The opinions set forth herein may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or transfer and
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally.
(d) Enforcement of the rights and remedies granted under the Operative
Documents may be limited by general principles of equity (including, without
limitation, unconscionability), regardless of whether such enforcement is
considered in a proceeding in equity or at law, and in this regard we have
assumed that the holders of such rights and remedies will exercise them only in
good faith and under circumstances and in a manner which are commercially
reasonable.
(e) We have not reviewed and do not opine as to (i) local laws, (ii)
banking laws, or (iii) state securities or Blue Sky laws, rules or regulations.
(f) We express no opinion as to the enforceability of any provisions in
any of the Operative Documents regarding indemnification or contribution or
liquidated damages, providing for the payment of interest on interest or
providing that defaulted payments of principal or interest are to bear interest
at a higher rate than the rate ordinarily borne by the Notes, or requiring the
payment of a premium upon default. We express no opinion with respect to (i) the
enforceability of any severability provision contained in the Operative
Documents or (ii) any provision in the Operative Documents requiring that
waivers be in writing or providing that a party's failure to exercise any right,
remedy or option under such documents shall not operate as a waiver.
(g) We express no opinion as to whether waivers of statutory or common law
rights contained in any of the Operative Documents are enforceable.
<PAGE>
Wilsons The Leather Experts Inc.
October 2, 1997
Page 3
(h) We have assumed that each party to the Operative Documents (other than
the Company and the Guarantors) has complied with all legal requirements
pertaining to its status as such status relates to its rights to enforce such
documents against the Company and the Guarantors.
(i) We express no opinion as to the governing law or the choice of law
provisions of any of the Operative Documents.
In rendering the opinions set forth herein, we have assumed that the
Operative Documents have been duly authorized, executed and delivered by all
parties thereto other than the Company and the Guarantors, that all such persons
have the power and authority to enter into and perform the Operative Documents
and that the Operative Documents are valid and binding upon all parties thereto
other than the Company and the Guarantors.
This opinion is limited to the laws of the State of Minnesota and the
federal laws of the United States of America. We note that certain of the
Operative Documents are governed by the laws of the State of New York. For
purposes of the opinions set forth herein, we have assumed, without independent
inquiry, that the laws of the State of Minnesota are identical to the laws of
the State of New York in all respects material to this opinion.
Our opinions set forth in this letter are based upon the facts in existence
and laws in effect on the date hereof and we expressly disclaim any obligation
to update our opinions herein, regardless of whether changes in such facts or
laws come to our attention after the delivery hereof.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ FAEGRE & BENSON
<PAGE>
EXHIBIT 8.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
October 2, 1997
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
Re: Wilsons The Leather Experts Inc.
Registration Statement on Form S-4
----------------------------------
Ladies/Gentlemen:
You have requested our opinion concerning the material federal income tax
consequences of the exchange of $1,000 principal amount of 11 1/4% Series B
Senior Notes due 2004 of Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), for 11 1/4% Series A Senior Notes due 2004 of the
Company, pursuant to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on October 2, 1997
(the "Registration Statement"). Capitalized terms used but not otherwise defined
herein have the meanings assigned to them pursuant to the Registration
Statement.
The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion expressed herein, are set forth in the
Registration Statement. Based on such facts, the material federal income tax
consequences as a result of the Exchange Offer and otherwise applicable to
holders of Senior Notes are accurately set forth under the heading "Certain
Federal Income Tax Considerations" in the Registration Statement. No opinion is
expressed as to any matter not discussed therein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement may
affect the conclusion stated herein.
This opinion is rendered to you solely for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Certain Federal Income Tax Considerations."
Very truly yours,
/s/ FAEGRE & BENSON LLP
<PAGE>
Exhibit 12.1
Wilsons The Leather Experts Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(In Thousands, Except Ratios)
<TABLE>
<CAPTION>
Predecessor Companies
-------------------------------------------------------------------------------------------
Eight
Years Ended December 31, Five Months Ended Months
---------------------------------------------------------------------------- Ended
May 27, May 25, January 27,
1992 1993 1994 1995 1995 1996 1996
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before income taxes $40,512 $12,094 $(15,700) $(183,515) $(33,465) $(17,744) $(150,239)
Fixed charges:
Interest expense (including amortiza-
tion of deferred financing costs) 6,909 5,102 8,393 10,463 3,396 1,581 7,400
One-third of the rent expense
from operating leases 10,225 12,342 13,839 13,874 5,643 4,791 9,251
------- ------- -------- --------- -------- -------- ---------
Fixed charges $17,134 $17,444 $ 22,232 $ 24,337 $ 9,039 $ 6,372 $ 16,651
======== ======= ======== ========= ======== ======== =========
Earnings (loss), as defined $57,646 $29,538 $ 6,532 $(159,178) $(24,426) $(11,372) $(133,588)
======== ======= ======== ========= ======== ======== =========
Fixed charges $17,134 $17,444 $ 22,232 $ 24,337 $ 9,039 $ 6,372 $ 16,651
======== ======= ======== ========= ======== ======== =========
Ratio of earnings to fixed charges 3.4x 1.7x 0.3x - - - -
======== ======= ======== ========= ======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
Combined
Company Companies Company
------------- --------- -------
Period
From
Inception Twenty-seven
(May 26, Pro Forma Weeks Twenty-six
1996) to Year Ended Ended Weeks Ended
February 1, February 1, August 3, August 2,
1997 1997 1996 1997
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income (loss) before income taxes $ 39,434 $ 13,300 $ (30,217) $ (31,052)
Fixed charges:
Interest expense (including amortiza-
tion of deferred financing costs) 6,002 11,000 2,666 3,661
One-third of the rent expense
from operating leases 9,649 12,500 5,681 5,556
-------- -------- ---------- ----------
Fixed charges $ 15,651 $ 23,500 $ 8,347 $ 9,217
======== ======== ========== ==========
Earnings (loss), as defined $ 55,085 $ 36,800 $ (21,870) $ (21,835)
======== ======== ========== ==========
Fixed charges $ 15,651 $ 23,500 $ 8,347 $ 9,217
======== ======== ========== ==========
Ratio of earnings to fixed charges 3.5x 1.6x - -
======== ======== ========== ==========
</TABLE>
<PAGE>
Exhibit 21.1
DIRECT AND INDIRECT SUBSIDIARIES
OF
WILSONS THE LEATHER EXPERTS INC.
DIRECT SUBSIDIARY OF WILSONS THE LEATHER EXPERTS INC.:
Wilsons Center, Inc.
DIRECT SUBSIDIARY OF WILSONS CENTER, INC.:
Rosedale Wilsons, Inc.
DIRECT SUBSIDIARY OF ROSEDALE WILSONS, INC.:
River Hills Wilsons, Inc.
DIRECT SUBSIDIARIES OF RIVER HILLS WILSONS, INC.:
<TABLE>
<S> <C>
Bermans The Leather Experts Inc. Wilsons Leather of Michigan Inc.
Wilsons House of Suede, Inc. Wilsons Leather of Mississippi Inc.
Wilsons Tannery West, Inc. Wilsons Leather of Missouri Inc.
Wilsons Leather Holdings Inc. Wilsons Leather of New Jersey Inc.
Wilsons International Inc. Wilsons Leather of New York Inc.
Wilsons Leather of Alabama Inc. Wilsons Leather of North Carolina Inc.
Wilsons Leather of Arkansas Inc. Wilsons Leather of Ohio Inc.
Wilsons Leather of Connecticut Inc. Wilsons Leather of Pennsylvania Inc.
Wilsons Leather of Delaware Inc. Wilsons Leather of Rhode Island Inc.
Wilsons Leather of Florida Inc. Wilsons Leather of South Carolina Inc.
Wilsons Leather of Georgia Inc. Wilsons Leather of Texas Inc.
Wilsons Leather of Indiana Inc. Wilsons Leather of Tennessee Inc.
Wilsons Leather of Iowa Inc. Wilsons Leather of Vermont Inc.
Wilsons Leather of Louisiana Inc. Wilsons Leather of Virginia Inc.
Wilsons Leather of Maryland Inc. Wilsons Leather of West Virginia Inc.
Wilsons Leather of Massachusetts Inc. Wilsons Leather of Wisconsin Inc.
Wilsons (UK) Limited
</TABLE>
DIRECT SUBSIDIARIES OF WILSONS (UK) LIMITED:
Wilsons Leather Gatsland Limited
Wilsons Leather Gatsair Limited
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 1, 1997
<PAGE>
Exhibit 23.2
Auditors' Consent
-----------------
The Board of Directors
Wilsons Center, Inc.:
We consent to the use of our report included herein and to the references to our
firm under the headings "Summary Historical and Pro Forma Consolidated Financial
and Other Data," "Selected Historical and Pro Forma Consolidated Financial and
Other Data," and "Experts" in the prospectus.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 1, 1997
<PAGE>
EXHIBIT 24.1
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of September, 1997.
/s/ Joel N. Waller
--------------------------------
Joel N. Waller
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 17th day of September, 1997.
/s/ David L. Rogers
----------------------------------
David L. Rogers
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 17th day of September, 1997.
/s/ Douglas J. Treff
----------------------------------
Douglas J. Treff
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of September, 1997.
/s/ Lyle Berman
----------------------------------
Lyle Berman
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 22nd day of September, 1997.
/s/ Thomas J. Brosig
-----------------------------------
Thomas J. Brosig
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-4 or other applicable form, and any or all
amendments, including post-effective amendments, thereto, and all registration
statements for the same offering that are to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C. in connection with the registration under the Act of securities
proposed to be exchanged for securities issued privately by said Corporation,
and file the same, with all exhibits thereto and other supporting documents
pertaining to the registration of the securities covered thereby, with said
Commission, granting unto said attorneys-in-fact and agents, and each or any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or incidental to the performance and execution of the
powers herein expressly granted, to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of September, 1997.
/s/ Morris Goldfarb
----------------------------------
Morris Goldfarb
<PAGE>
EXHIBIT 24.2
DIRECT AND INDIRECT DOMESTIC SUBSIDIARIES OF
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the direct and indirect domestic
subsidiaries of Wilsons The Leather Experts Inc. attached hereto as Exhibit A
(the "Guarantors") does hereby make, constitute, and appoint Joel N. Waller,
David L. Rogers and Douglas J. Treff, and each or any of them, the undersigned's
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Guarantors to a Registration Statement or Registration Statements, on
Form S-4 or other applicable form, and any or all amendments, including post-
effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Guarantors
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Wilsons The Leather Experts Inc. and guaranteed
by said Guarantors, and file the same, with all exhibits thereto and other
supporting documents pertaining to the registration of the securities covered
thereby, with said Commission, granting unto said attorneys-in-fact and agents,
and each or any of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of September, 1997.
/s/ Joel N. Waller
------------------------------
Joel N. Waller
<PAGE>
EXHIBIT A
---------
Subsidiary Guarantors
---------------------
Wilsons Leather Holdings Inc.
Wilsons Center, Inc.
Rosedale Wilsons, Inc.
River Hills Wilsons, Inc.
Bermans The Leather Experts Inc.
Wilsons House of Suede, Inc.
Wilsons Tannery West, Inc.
Wilsons Leather of Alabama Inc.
Wilsons Leather of Connecticut Inc.
Wilsons Leather of Florida Inc.
Wilsons Leather of Georgia Inc.
Wilsons Leather of Indiana Inc.
Wilsons Leather of Iowa Inc.
Wilsons Leather of Louisiana Inc.
Wilsons Leather of Maryland Inc.
Wilsons Leather of Massachusetts Inc.
Wilsons Leather of Michigan Inc.
Wilsons Leather of New Jersey Inc.
Wilsons Leather of New York Inc.
Wilsons Leather of North Carolina Inc.
Wilsons Leather of Ohio Inc.
Wilsons Leather of Pennsylvania Inc.
Wilsons Leather of Rhode Island Inc.
Wilsons Leather of Tennessee Inc.
Wilsons Leather of Texas Inc.
Wilsons Leather of Virginia Inc.
Wilsons Leather of West Virginia Inc.
Wilsons Leather of Wisconsin Inc.
Wilsons Leather of Arkansas Inc.
Wilsons Leather of Delaware Inc.
Wilsons Leather of Mississippi Inc.
Wilsons Leather of Missouri Inc.
Wilsons Leather of South Carolina Inc.
Wilsons Leather of Vermont Inc.
Wilsons International Inc.
A-1
<PAGE>
DIRECT AND INDIRECT DOMESTIC SUBSIDIARIES OF
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the direct and indirect domestic
subsidiaries of Wilsons The Leather Experts Inc. attached hereto as Exhibit A
(the "Guarantors") does hereby make, constitute, and appoint Joel N. Waller,
David L. Rogers and Douglas J. Treff, and each or any of them, the undersigned's
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Guarantors to a Registration Statement or Registration Statements, on
Form S-4 or other applicable form, and any or all amendments, including post-
effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Guarantors
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Wilsons The Leather Experts Inc. and guaranteed
by said Guarantors, and file the same, with all exhibits thereto and other
supporting documents pertaining to the registration of the securities covered
thereby, with said Commission, granting unto said attorneys-in-fact and agents,
and each or any of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 29th day of September, 1997.
/s/ David L. Rogers
------------------------------
David L. Rogers
<PAGE>
EXHIBIT A
---------
Subsidiary Guarantors
---------------------
Wilsons Leather Holdings Inc.
Wilsons Center, Inc.
Rosedale Wilsons, Inc.
River Hills Wilsons, Inc.
Bermans The Leather Experts Inc.
Wilsons House of Suede, Inc.
Wilsons Tannery West, Inc.
Wilsons Leather of Alabama Inc.
Wilsons Leather of Connecticut Inc.
Wilsons Leather of Florida Inc.
Wilsons Leather of Georgia Inc.
Wilsons Leather of Indiana Inc.
Wilsons Leather of Iowa Inc.
Wilsons Leather of Louisiana Inc.
Wilsons Leather of Maryland Inc.
Wilsons Leather of Massachusetts Inc.
Wilsons Leather of Michigan Inc.
Wilsons Leather of New Jersey Inc.
Wilsons Leather of New York Inc.
Wilsons Leather of North Carolina Inc.
Wilsons Leather of Ohio Inc.
Wilsons Leather of Pennsylvania Inc.
Wilsons Leather of Rhode Island Inc.
Wilsons Leather of Tennessee Inc.
Wilsons Leather of Texas Inc.
Wilsons Leather of Virginia Inc.
Wilsons Leather of West Virginia Inc.
Wilsons Leather of Wisconsin Inc.
Wilsons Leather of Arkansas Inc.
Wilsons Leather of Delaware Inc.
Wilsons Leather of Mississippi Inc.
Wilsons Leather of Missouri Inc.
Wilsons Leather of South Carolina Inc.
Wilsons Leather of Vermont Inc.
Wilsons International Inc.
A-1
<PAGE>
DIRECT AND INDIRECT DOMESTIC SUBSIDIARIES OF
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the direct and indirect domestic
subsidiaries of Wilsons The Leather Experts Inc. attached hereto as Exhibit A
(the "Guarantors") does hereby make, constitute, and appoint Joel N. Waller,
David L. Rogers and Douglas J. Treff, and each or any of them, the undersigned's
true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Guarantors to a Registration Statement or Registration Statements, on
Form S-4 or other applicable form, and any or all amendments, including post-
effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Guarantors
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Wilsons The Leather Experts Inc. and guaranteed
by said Guarantors, and file the same, with all exhibits thereto and other
supporting documents pertaining to the registration of the securities covered
thereby, with said Commission, granting unto said attorneys-in-fact and agents,
and each or any of them, full power and authority to do and perform each and
every act and thing requisite and necessary or incidental to the performance and
execution of the powers herein expressly granted, to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 29th day of September, 1997.
/s/ Douglas J. Treff
------------------------------
Douglas J. Treff
<PAGE>
EXHIBIT A
---------
Subsidiary Guarantors
---------------------
Wilsons Leather Holdings Inc.
Wilsons Center, Inc.
Rosedale Wilsons, Inc.
River Hills Wilsons, Inc.
Bermans The Leather Experts Inc.
Wilsons House of Suede, Inc.
Wilsons Tannery West, Inc.
Wilsons Leather of Alabama Inc.
Wilsons Leather of Connecticut Inc.
Wilsons Leather of Florida Inc.
Wilsons Leather of Georgia Inc.
Wilsons Leather of Indiana Inc.
Wilsons Leather of Iowa Inc.
Wilsons Leather of Louisiana Inc.
Wilsons Leather of Maryland Inc.
Wilsons Leather of Massachusetts Inc.
Wilsons Leather of Michigan Inc.
Wilsons Leather of New Jersey Inc.
Wilsons Leather of New York Inc.
Wilsons Leather of North Carolina Inc.
Wilsons Leather of Ohio Inc.
Wilsons Leather of Pennsylvania Inc.
Wilsons Leather of Rhode Island Inc.
Wilsons Leather of Tennessee Inc.
Wilsons Leather of Texas Inc.
Wilsons Leather of Virginia Inc.
Wilsons Leather of West Virginia Inc.
Wilsons Leather of Wisconsin Inc.
Wilsons Leather of Arkansas Inc.
Wilsons Leather of Delaware Inc.
Wilsons Leather of Mississippi Inc.
Wilsons Leather of Missouri Inc.
Wilsons Leather of South Carolina Inc.
Wilsons Leather of Vermont Inc.
Wilsons International Inc.
<PAGE>
EXHIBIT 25.1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
_____ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
_____________________________
WILSONS THE LEATHER EXPERTS INC.
(Exact name of obligor as specified in its charter)
Minnesota 41-1839933
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7401 Boone Avenue North
Brooklyn Park, MN 55428 55428
(Address of principal executive offices) (Zip code)
_____________________________
11 1/4% Series Notes due 2004
(Title of the indenture securities)
================================================================================
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility. Norwest Bank incorporates
by reference into this Form T-1 the exhibits
attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.*
Exhibit 2. a. A copy of the certificate of authority of the
trustee to commence business issued June 28, 1872,
by the Comptroller of the Currency to The
Northwestern National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of the
Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust
Company of Minneapolis, with the surviving entity
being titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting Comptroller
of the Currency dated January 12, 1943, as to
change of corporate title of Northwestern National
Bank and Trust Company of Minneapolis to
Northwestern National Bank of Minneapolis.*
<PAGE>
d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National
Bank of Minneapolis to Norwest Bank Minneapolis,
National Association.*
e. A copy of the letter dated January 4, 1988 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of
consolidation and merger effective January 1, 1988
of Norwest Bank Minneapolis, National Association
with various other banks under the title of
"Norwest Bank Minnesota, National Association."*
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the
Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.**
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with registration
statement number 33-66026.
** Incorporated by reference to exhibit number 25 filed with registration
statement number 333-25301.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Norwest Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 1st day of October, 1997.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Curtis D. Schwegman
-----------------------
Curtis D. Schwegman
Assistant Vice President
<PAGE>
EXHIBIT 6
October 1, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Curtis D. Schwegman
-----------------------
Curtis D. Schwegman
Assistant Vice President
<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
11 1/4% Series A Senior Notes due 2004
of
WILSONS THE LEATHER EXPERTS INC.
Pursuant to the Prospectus dated _____________, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _____________, 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER
IS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION, IN WHICH CASE THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE
OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent is:
Norwest Bank Minnesota, National Association
By Registered or Certified Mail: In Person:
Norwest Bank Minnesota, Northstar East Bldg.
National Association 608 2nd Ave S.
Corporate Trust Operations 12th Floor
P.O. Box 1517 Corporate Trust Ser.
Minneapolis, MN 55480-1517 Minneapolis, MN
By Hand or Overnight Courier: By Facsimile (for Eligible Institutions
only):
Norwest Bank Minnesota, (612) 667-4927
National Association
Corporate Trust Operations
Norwest Center Confirm Receipt of Notice of
Sixth and Marquette Guaranteed Delivery by Telephone:
Minneapolis, MN 55479-0113
(612) 667-9764
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated __________,
1997 (the "Prospectus"), of Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together with the Prospectus constitutes the Company's
offer (the "Exchange Offer") to exchange $1,000 principal amount of its 11 1/4%
Series B Senior Notes due 2004 (the "Exchange Notes") for each $1,000 principal
amount of its outstanding 11 1/4% Series A Senior Notes due 2004 (the "Private
Notes"). Recipients of the Prospectus should read the requirements described in
such Prospectus with respect to eligibility to participate in the Exchange
Offer. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
The undersigned hereby tenders the Private Notes described in the box
entitled "Description of Private Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered owner of all the Private Notes and the undersigned
represents that it has received from each beneficial owner of Private Notes
("Beneficial Owners") a duly completed and executed form of "Instruction to
Registered Holder from Beneficial Owner" accompanying this Letter of
Transmittal, instructing the undersigned to take the action described in this
Letter of Transmittal.
This Letter of Transmittal is to be used by a holder of Private Notes (i)
if certificates representing Private Notes are to be forwarded herewith, (ii) if
delivery of Private Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer--Procedures for Tendering," or (iii) if a tender is made pursuant to the
guaranteed delivery procedures in the section of the Prospectus entitled "The
Exchange Offer--Guaranteed Delivery Procedures." The undersigned hereby
represents and warrants that the information received from the beneficial owners
is accurately reflected in the boxes entitled "Beneficial Owner(s)--Purchaser
Status" and "Beneficial Owner(s)--Residence."
Any beneficial owner whose Private Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Private Notes promptly and
instruct such registered holder of Private Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Private Notes, either make appropriate
arrangements to register ownership of the Private Notes in such beneficial
owner's name or obtain a properly
2
<PAGE>
completed bond power from the registered holder of Private Notes. The transfer
of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Private Notes must (i) complete the box entitled "Description of Private Notes,"
(ii) complete the boxes entitled "Beneficial Owner(s)--Purchaser Status" and
"Beneficial Owner(s)--Residence", (iii) if appropriate, check and complete the
boxes relating to book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions, (iv) sign the Letter of
Transmittal by completing the box entitled "Sign Here" and (v) complete the
Substitute Form W-9. Each holder of Private Notes should carefully read the
detailed instructions below prior to completing the Letter of Transmittal.
Holders of Private Notes who desire to tender their Private Notes for
exchange and (i) whose Private Notes are not immediately available or (ii) who
cannot deliver their Private Notes, this Letter of Transmittal and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date, must tender the Private Notes pursuant to the guaranteed delivery
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 2.
Holders of Private Notes who wish to tender their Private Notes for
exchange must complete columns (1) through (3) in the box below entitled
"Description of Private Notes," complete the boxes entitled and sign the box
below entitled "Sign Here." If only those columns are completed, such holder of
Private Notes will have tendered for exchange all Private Notes listed in column
(3) below. If the holder of Private Notes wishes to tender for exchange less
than all of such Private Notes, column (4) must be completed in full. In such
case, such holder of Private Notes should refer to Instruction 5.
3
<PAGE>
DESCRIPTION OF PRIVATE NOTES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PRINCIPAL
PRIVATE AMOUNT
NAME(S) AND ADDRESS(ES) OF NOTE AGGREGATE TENDERED
REGISTERED HOLDER(S) OF NUMBER(S) PRINCIPAL FOR EXCHANGE
PRIVATE NOTE(S), EXACTLY AS (ATTACH AMOUNT (MUST BE IN
NAME(S) APPEAR(S) ON PRIVATE SIGNED REPRESENTED INTEGRAL
NOTE CERTIFICATE(S) LIST IF BY MULTIPLES OF
(Please fill in, if blank) NECESSAEY) CERTIFICATE(S)/(1)/ $1,000)/(2)/
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Unless indicated in the column "Principal Amount Tendered For Exchange,"
any tendering holder of 11 1/4% Series A Senior Notes due 2004 will be
deemed to have tendered the entire aggregate principal amount represented
by the column labeled "Aggregate Principal Amount Represented by
Certificate(s)."
/(2)/ The minimum permitted tender is $1,000 in principal amount of 11 1/4%
Series A Senior Notes due 2004. All other tenders must be in integral
multiples of $1,000.
[_] CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution:
------------------------------------------------
Account Number:
----------------------------------------------------------------
Transaction Code Number:
-------------------------------------------------------
4
<PAGE>
[_] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Private Note(s):
-----------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------------
Window Ticket Number (if available):
--------------------------------------------
Name of Institution which Guaranteed Delivery:
----------------------------------
Account Number (if delivered by book-entry transfer):
---------------------------
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
5
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for
Private Notes, certificates for Private Notes in a principal amount not
exchanged for Exchange Notes, or Private Notes (if any) not tendered for
exchange are to be issued in the name of someone other than the undersigned or
(ii) if Private Notes tendered by book-entry transfer which are not exchanged
are to be returned by credit to an account maintained at DTC.
Issue to:
Name
--------------------------------------------
(Please Print)
Address
-----------------------------------------
- ------------------------------------------------
- ------------------------------------------------
(Include Zip Code)
- ------------------------------------------------
(Tax Identification or Social Security No.)
Credit Private Notes not exchanged
and delivered by book-entry transfer to
DTC account set forth below:
- ------------------------------------------------
(Account Number)
6
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the Exchange Notes issued in exchange for Private
Notes, certificates for Private Notes in a principal amount not exchanged for
Exchange Notes, or Private Notes (if any) not tendered for exchange are to be
mailed or delivered (i) to someone other than the undersigned or (ii) to the
undersigned at an address other than the address shown below the undersigned's
signature.
Mail or deliver to:
Name
--------------------------------------------
(Please Print)
Address
-----------------------------------------
- ------------------------------------------------
- ------------------------------------------------
(Include Zip Code)
- ------------------------------------------------
(Tax Identification or Social Security No.)
7
<PAGE>
BENEFICIAL OWNER(S)--RESIDENCE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
STATE OF DOMICILE/PRINCIPAL PRINCIPAL AMOUNT OF PRIVATE
PLACE OF BUSINESS OF EACH NOTES HELD FOR ACCOUNT OF
BENEFICIAL OWNER OF PRIVATE BENEFICIAL OWNER(S)
NOTES
- ---------------------------------------------------------------------------------------------
<S> <C>
- ---------------------------------------------------------------------------------------------
</TABLE>
BENEFICIAL OWNER(S)--PURCHASER STATUS
The beneficial owner of each of the Private Notes described herein is
(check the box that applies):
[_] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[_] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
[_] A non-"U.S. person" (as defined in Regulation S of the Securities Act)
that purchased the Private Notes outside the United States in
accordance with Rule 904 of the Securities Act
[_] Other (describe) ______________________________________________
8
<PAGE>
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated __________, 1997 (the "Prospectus") and this
Letter of Transmittal (the "Letter of Transmittal"), which together with the
Prospectus constitutes the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 11 1/4% Series B Senior Notes due 2004 (the
"Exchange Notes") for each $1,000 principal amount of its outstanding 11 1/4%
Series A Senior Notes due 2004 (the "Private Notes"), the undersigned hereby
tenders to the Company for exchange the Private Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Private Notes tendered for exchange herewith, the
undersigned will have irrevocably sold, assigned, transferred and exchanged, to
the Company, all right, title and interest in, to and under all of the Private
Notes tendered for exchange hereby, and hereby will have appointed the Exchange
Agent as the true and lawful agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as agent of the Company) of such holder of
Private Notes with respect to such Private Notes, with full power of
substitution to (i) deliver certificates representing such Private Notes, or
transfer ownership of such Private Notes on the account books maintained by DTC
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (ii) present and deliver such Private Notes for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights and incidents of beneficial ownership with respect
to such Private Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned is
the owner; (ii) has a net long position within the meaning of Rule 14e-4 ("Rule
14e-4") under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), equal to or greater than the principal amount of Private Notes tendered
hereby; (iii) the tender of such Private Notes complies with Rule 14e-4 (to the
extent that Rule 14e-4 is applicable to such exchange); (iv) the undersigned has
full power and authority to tender, exchange, assign and transfer the Private
Notes and (v) that when such Private Notes are accepted for exchange by the
Company, the Company will acquire good and marketable title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claims. The undersigned will, upon receipt, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the exchange, assignment and transfer of the Private
Notes tendered for exchange hereby.
9
<PAGE>
By tendering, the undersigned hereby further represents to the Company that
(i) the Exchange Notes to be acquired by the undersigned in exchange for the
Private Notes tendered hereby and any beneficial owner(s) of such Private Notes
in connection with the Exchange Offer will be acquired by the undersigned and
such beneficial owner(s) in the ordinary course of business of the undersigned,
(ii) the undersigned have no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes, (iii) the undersigned and
each beneficial owner acknowledge and agree that any person who is a broker-
dealer registered under the Exchange Act or is participating in the Exchange
Offer for the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction of the Exchange Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (iv) the undersigned and each beneficial
owner understand that a secondary resale transaction described in clause (iii)
above and any resales of Exchange Notes obtained by the undersigned in exchange
for the Private Notes acquired by the undersigned directly from the Company
should be covered by an effective registration statement containing the selling
securityholder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and (vi) neither the undersigned nor any
beneficial owner is an "affiliate," as defined under Rule 405 under the
Securities Act, of the Company. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Private Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Private Notes,
if, as and when the Company gives oral or written notice thereof to the Exchange
Agent. Tenders of Private Notes for exchange may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus. Any Private Notes tendered by
the undersigned and not accepted for exchange will be returned to the
undersigned at the address set forth above unless otherwise indicated in the box
above entitled "Special Delivery Instructions" as promptly as practicable after
the Expiration Date. The undersigned acknowledges that the Company's acceptance
of Private Notes validly tendered for exchange pursuant to any one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer" and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Private Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions,"
10
<PAGE>
please mail any certificates for Private Notes not tendered or exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the Exchange Notes issued in exchange for the
Private Notes accepted for exchange in the name(s) of, and return any Private
Notes not tendered for exchange or not exchanged to, the person(s) so indicated.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Private Notes from the name of the holder of Private Note(s) thereof if the
Company does not accept for exchange any of the Private Notes so tendered for
exchange or if such transfer would not be in compliance with any transfer
restrictions applicable to such Private Note(s).
IN ORDER TO VALIDLY TENDER PRIVATE NOTES FOR EXCHANGE, HOLDERS OF PRIVATE
NOTES MUST COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity, or dissolution of
the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Private Notes is irrevocable.
SIGN HERE:
- -------------------------------------------------------------------------------
(Signature(s) of Owner(s))
Date: ________________, 1997
Must be signed by the registered holder(s) of Private Notes exactly as
name(s) appear(s) on certificate(s) representing the Private Notes or on a
security position listing or by person(s) authorized to become registered
Private Note holder(s) by certificates and documents transmitted herewith. If
signature is by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or representative
capacity, please provide the following information. (See Instruction 6).
Name(s):
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please Print)
11
<PAGE>
Capacity (full title):
---------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Address:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
Principal place of business (if different from address listed above):
----------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.: (____)
--------------------------------------------
Tax Identification or Social Security Nos.:
------------------------------------
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature:
----------------------------------------------------------
Dated:
-------------------------------------------------------------------------
Name and Title:
----------------------------------------------------------------
(Please Print)
Name of Firm:
------------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the United States, or (3) an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act which is a member of one of the following recognized Signature
Guarantee Programs (an "Eligible Institution"):
12
<PAGE>
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if
this Letter of Transmittal is signed by the registered holder(s) of the Private
Notes tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Private Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES;
GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed
by holders of Private Notes (i) if certificates are to be forwarded herewith or
(ii) if tenders are to be made pursuant to the procedures for tender by book-
entry transfer or guaranteed delivery set forth in the section of the Prospectus
entitled "The Exchange Offer." Certificates for all physically tendered Private
Notes or any timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth on the cover of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date. Holders of Private Notes who elect
to tender Private Notes and (i) whose Private Notes are not immediately
available or (ii) who cannot deliver the Private Notes, this Letter of
Transmittal or other required documents to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date, must tender their Private
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Holders may have such tender effected if: (a) such tender is made
through an Eligible Institution; (b) prior to 5:00 p.m., New York City time, on
the Expiration Date, the Exchange Agent has received from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, setting forth the name and address of the holder of such Private
Notes, the certificate numbers(s) of such Private Notes and the principal amount
of Private Notes tendered for exchange, stating that tender is being made
thereby and guaranteeing that, within five New York Stock Exchange trading days
after the Expiration Date, this Letter of Transmittal (or a facsimile thereof),
together with the certificate(s) representing such Private Notes (or a Book-
Entry Confirmation), in proper form for transfer, and any other documents
required by this Letter of Transmittal, will be deposited by such Eligible
Institution with the Exchange Agent; and (c) a properly executed Letter of
Transmittal (or a facsimile hereof), as well as the certificate(s) for all
tendered Private Notes in proper form for transfer or a Book-Entry Confirmation,
together with any other documents required by this Letter of Transmittal, are
received by the Exchange Agent within five New York Stock Exchange trading days
after the Expiration Date.
13
<PAGE>
THE METHOD OF DELIVERY OF PRIVATE NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND
RISK OF THE HOLDER. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR
HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NEITHER THIS LETTER OF TRANSMITTAL NOR ANY PRIVATE NOTES SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH
HOLDERS.
No alternative, conditional or contingent tenders will be accepted.
All tendering holders of Private Notes, by execution of this Letter of
Transmittal (or facsimile hereof, if applicable), waive any right to receive
notice of the acceptance of their Private Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Private Notes" above is inadequate, the certificate numbers and
principal amounts of the Private Notes being tendered should be listed on a
separate signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Private Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date by delivery
of written or facsimile notice of withdrawal to the Exchange Agent at the
address set forth on the cover of this Letter of Transmittal. To be effective,
a notice of withdrawal of Private Notes must (i) specify the name of the person
who tendered the Private Notes to be withdrawn (the "Depositor"), (ii) identify
the Private Notes to be withdrawn (including the certificate number or numbers
and aggregate principal amount of such Private Notes), and (iii) be signed by
the holder of Private Notes in the same manner as the original signature on the
Letter of Transmittal by which such Private Notes were tendered (including any
required signature guarantees). All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company in its sole discretion, whose determination shall be final and
binding on all parties. Any Private Notes so withdrawn will thereafter be
deemed not validly tendered for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Private Notes so withdrawn
are validly retendered. Properly withdrawn Private Notes may be retendered by
following one of the procedures described in the section of the Prospectus
entitled "The Exchange Offer--Procedures for Tendering" at any time prior to
5:00 p.m., New York City time, on the Expiration Date.
5. PARTIAL TENDERS. Tenders of Private Notes will be accepted only
in integral multiples of $1,000 principal amount. If a tender for exchange is
to be made with
14
<PAGE>
respect to less than the entire principal amount of any Private Notes, fill in
the principal amount of Private Notes which are tendered for exchange in column
(4) of the box entitled "Description of Private Notes," as more fully described
in the footnotes thereto. In case of a partial tender for exchange, a new
certificate, in fully registered form, for the remainder of the principal amount
of the Private Notes, will be sent to the holders of Private Notes unless
otherwise indicated in the appropriate box on this Letter of Transmittal as
promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, ASSIGNMENT AND ENDORSEMENTS.
(a) The signature(s) of the holder of Private Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
Private Notes without alteration, enlargement or any change whatsoever.
(b) If tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Private Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder of the
Private Notes listed and transmitted hereby, no endorsements of Private Notes or
bond powers are required. If, however, Private Notes not tendered or not
accepted are to be issued or returned in the name of a person other than the
holder of Private Notes, then the Private Notes transmitted hereby must be
endorsed or accompanied by a properly completed bond power, in a form
satisfactory to the Company, in either case signed exactly as the name(s) of the
holder of Private Notes appear(s) on the Private Notes. Signatures on such
Private Notes or bond powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Private Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Private Notes listed, the Private Notes must be endorsed or
accompanied by a properly completed bond power, in either case signed by such
registered holder exactly as the name(s) of the registered holder of Private
Notes appear(s) on the certificates. Signatures on
15
<PAGE>
such Private Notes or bond powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the
Company will pay all transfer taxes, if any, applicable to the exchange of
Private Notes pursuant to the Exchange Offer. If, however, a transfer tax is
imposed for any reason other than the exchange of the Private Notes pursuant to
the Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemptions
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange Notes
are to be issued, or if any Private Notes not tendered for exchange are to be
issued or sent to someone other than the holder of Private Notes or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Holders of Private Notes tendering Private
Notes by book-entry transfer may request that Private Notes not accepted be
credited to such account maintained at DTC as such holder of Private Notes may
designate.
9. IRREGULARITIES. All questions as to the validity, form,
eligibility (including time of receipt), compliance with conditions, acceptance
and withdrawal of tendered Private Notes will be determined by the Company in
its sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject any and all Private Notes not properly
tendered or any Private Notes the Company's acceptance of which would, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular Private Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Private Notes must be
cured within such time as the Company shall determine. Although the Company
intends to notify holders of defects or irregularities with respect to tenders
of Private Notes, neither the Company, the Exchange Agent nor any other person
shall incur any liability for failure to give such notification. Tenders of
Private Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Private Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive, amend or modify certain of the specified conditions as described under
"The Exchange
16
<PAGE>
Offer--Conditions" in the Prospectus in the case of any Private Notes tendered
(except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any
tendering holder whose Private Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address listed below for
further instructions:
Norwest Bank Minnesota,
National Association
Corporate Trust Operations
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-0113
(612) 667-9764
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal. IMPORTANT: THIS
LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF APPLICABLE) TOGETHER WITH
CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED
DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Private Notes whose
tendered Private Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payer), through the
Exchange Agent, with either (i) such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Private Notes
is awaiting a TIN) and that (A) the holder of Private Notes has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of a failure to report all interest or dividends or (B)
the Internal Revenue Service has notified the holder of Private Notes that he or
she is no longer subject to backup withholding; or (ii) an adequate basis for
exemption from backup withholding. If such holder of Private Notes is an
individual, the TIN is such holder's social security number. If the Exchange
Agent is not provided with the correct taxpayer identification number, the
holder of Private Notes may be subject to certain penalties imposed by the
Internal Revenue Service.
Certain holders of Private Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements.
17
<PAGE>
Exempt holders of Private Notes should indicate their exempt status on
Substitute Form W-9. A foreign individual may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed Internal Revenue Service
Form W-8 (which the Exchange Agent will provide upon request) signed under
penalty of perjury, attesting to the holder's exempt status. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder of Private Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
The holder of Private Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Private Notes. If the Private Notes are held in more than one name
or are not held in the name of the actual owner, consult the enclosed Guidelines
for additional guidance regarding which number to report.
18
<PAGE>
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
11 1/4% SERIES A SENIOR NOTES DUE 2004 OF
WILSONS THE LEATHER EXPERTS INC.
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 1997 (the "Prospectus") of Wilsons The Leather Experts Inc., a
Minnesota corporation (the "Company"), and the accompanying Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the 11 1/4% Series A
Senior Notes due 2004 (the "Private Notes") held by you for the account of the
undersigned.
The aggregate face amount of the Private Notes held by you for the account
of the undersigned is (fill in amount):
$_____________ of the Private Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_] To TENDER the following Private Notes held by you for the account of
the undersigned (insert principal amount of Private Notes to be
tendered, if any):
$_______________ of the Private Notes.
[_] NOT to TENDER any Private Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Private Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Private Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of ____________, (ii) the undersigned is acquiring the Exchange Notes in the
ordinary course of business of the undersigned, (iii) the undersigned has no
arrangement or understanding with any person to participate in the distribution
of Exchange Notes, (iv) the undersigned acknowledges that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
or is participating in the Exchange Offer for the purpose
19
<PAGE>
of distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended, in
connection with a secondary resale transaction of the Exchange Notes acquired by
such person and cannot rely on the position of the Staff of the Securities and
Exchange Commission set forth in certain no-action letters (see the section of
the Prospectus entitled "The Exchange Offer--Resale of the Exchange Notes"), (v)
the undersigned understands that a secondary resale transaction described in
clause (iv) above and any resales of Exchange Notes obtained by the undersigned
in exchange for the Private Notes acquired by the undersigned directly from the
Company should be covered by an effective registration statement containing the
selling securityholder information required by Item 507 or Item 508, if
applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Private Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act; (b) to agree,
on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c)
to take such other action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of Private Notes.
The purchaser status of the undersigned is (check the box that applies):
[_] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[_] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
[_] A non "U.S. person" (as defined in Regulation S of the Securities Act)
that purchased the Private Notes outside the United States in
accordance with Rule 904 of the Securities Act
[_] Other (describe)
----------------------------------------------------------------------
----------------------------------------------------------------------
SIGN HERE
Name of Beneficial Owner(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
20
<PAGE>
Signature(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) (please print):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal place of business (if different from address listed above):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone Number(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Date:
- --------------------------------------------------------------------------------
21
<PAGE>
PAYER'S NAME:
-------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
SUBSTITUTE PART 1--Please provide ____________________
FORM W-9 your TIN in the box at Social Security Number
right and certify by or
Department of the Treasury signing and dating below _________________________
Internal Revenue Service Employer Identification Number
or
_________________
Individual Taxpayer
Identification Number
Payer's Request for Taxpayer PART 2--Certification Under Penalties of Perjury, I certify that:
Identification Number (TIN) (1) The number shown on this form is my current taxpayer
identification number (or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup withholding either because (a) I
am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
-----------------------------------------------------------------
Certificate instructions--You must cross out item (2) above if
you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on
your tax return. However, if after being notified by the IRS
that you are subject to backup withholding you receive another
notification from the IRS stating that you are no longer subject
to backup withholding, do not cross out item (2).
PART 3--AWAITING TIN [_]
SIGNATURE DATE
-------------------------------- ------------------
NAME
-------------------------------------------------------------
ADDRESS
----------------------------------------------------------
CITY STATE ZIP CODE
---------------------- ---------------- -------
</TABLE>
22
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
PAYER'S NAME: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
______________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
- ---------------------------------- ---------------------------
Signature Date
23
<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
11 1/4% SERIES A SENIOR NOTES DUE 2004
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY ANY
HOLDER OF 11 1/4% SERIES A SENIOR NOTES DUE 2004 (THE "PRIVATE NOTES") OF
WILSONS THE LEATHER EXPERTS INC., A MINNESOTA CORPORATION (THE "COMPANY"), WHO
WISHES TO TENDER PRIVATE NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER, AS
DEFINED IN THE PROSPECTUS DATED ______________, 1997 (THE "PROSPECTUS") AND (i)
WHOSE PRIVATE NOTES ARE NOT IMMEDIATELY AVAILABLE OR (ii) WHO CANNOT DELIVER
SUCH PRIVATE NOTES OR ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL
ON OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR (iii) WHO
CANNOT COMPLY WITH THE BOOK-ENTRY TRANSFER PROCEDURE ON A TIMELY BASIS. SUCH
FORM MAY BE DELIVERED BY FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY TO THE
EXCHANGE AGENT. SEE "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" IN THE
PROSPECTUS.
WILSONS THE LEATHER EXPERTS INC.
NOTICE OF GUARANTEED DELIVERY
To: Norwest Bank Minnesota, National Association, the Exchange Agent
By Registered or Certified Mail: In Person:
Norwest Bank Minnesota, Northstar East Bldg.
National Association 608 2nd Ave S.
Corporate Trust Operations 12th Floor
P.O. Box 1517 Corporate Trust Ser.
Minneapolis, MN 55480-1517 Minneapolis, MN
<PAGE>
By Hand or Overnight Courier: By Facsimile (for Eligible Institutions
only):
Norwest Bank Minnesota, (612) 667-4927
National Association
Corporate Trust Operations
Norwest Center Confirm Receipt of Notice of
Sixth and Marquette Guaranteed Delivery by Telephone:
Minneapolis, MN 55479-0113
(612) 667-9764
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Private Notes specified below pursuant to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. By so tendering, the undersigned does hereby make, at and as of
the date hereof, the representations and warranties of a tendering Holder of
Private Notes set forth in the Letter of Transmittal. The undersigned hereby
tenders the Private Notes listed below:
CERTIFICATE NUMBERS PRINCIPAL AMOUNT TENDERED
(IF AVAILABLE)
____________________ __________________________
____________________ __________________________
____________________ __________________________
____________________ __________________________
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
<PAGE>
If Private Notes will be tendered by book-entry transfer:
SIGN HERE
_____________________________
Signature(s)
_____________________________
Name(s) (Please Print)
_____________________________
_____________________________
Address
_____________________________
Zip Code
_____________________________
Area Code and Telephone No.
Name of Tendering Institution: The Depository Trust Company
Account No.: ________________________
Date: ______________
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a Recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Private Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry transfer
of such Private Notes into the Exchange Agent's account at the Depository Trust
Company, pursuant to the procedure for book-entry transfer set forth in the
Prospectus, and any other required documents, all by 5:00 p.m., New York City
time, on the fifth New York Stock Exchange trading day following the Expiration
Date (as defined in the Prospectus).
SIGN HERE
_____________________________
Name of Firm
_____________________________
Authorized Signature
_____________________________
Name (Please print)
_____________________________
_____________________________
Address
_____________________________
Zip Code
_____________________________
Area Code and Telephone No.
Date: _______________
DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. ACTUAL SURRENDER
OF CERTIFICATES FOR PRIVATE NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
<PAGE>
INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at one of its addresses set forth on the cover hereof prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the Holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the Holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery procedures,
see the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." In all cases, sufficient time should be allowed to assure timely
delivery. No Notice of Guaranteed Delivery should be sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
Holder(s) of the Private Notes referred to herein, then the signature must
correspond with the name(s) as written on the face of the Private Notes without
alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any Private Notes listed, this Notice of Guaranteed
Delivery must be accompanied by a properly completed bond power signed as the
name of the registered Holder(s) appear(s) on the face of the Private Notes
without alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and, unless waived by the Company, evidence satisfactory
to the Company of their authority so to act must be submitted with this Notice
of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
<PAGE>
Exhibit 99.3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. -
- - Social Security numbers have nine digits separated by two hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the payer.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
GIVE THE SOCIAL
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF:
- -------------------------------------------------------------------------------
<S> <C> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the account
(joint account) or, if combined funds, any one of
the individuals(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law
5. Sole proprietorship The owner(3)
account
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF:
- -------------------------------------------------------------------------------
<S> <C> <C>
6. A valid trust, estate, The legal entity (Do not furnish
or pension trust the identifying number of the
personal representative or
trustee unless the legal entity
itself is not designated in the
account title.)(4)
7. Corporate The corporation
8. Religious, charitable, or The organization
educational organization
9. Partnership The partnership
10. Association, club, or other The organization
tax-exempt organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department The public entity
of Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives agricultural
program payments
- -------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show individual name, but may also enter the business or "doing business
as" name. Use either individual's social security number or employer
identification number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
2
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under Section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A state, the District of Columbia, a possession of the United States,
or any political subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a).
. A trust exempt from tax under Section 664 or described in Section 4947.
. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
3
<PAGE>
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under Section
1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include
the following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
. Payments described in Section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid to you.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE SUBSTITUTE FORM W-9 WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE
FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. If you are a nonresident alien
not subject to backup withholding, submit a completed Form W-8, Certificate of
Foreign Status.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041(A)(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of certain taxable payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
4
<PAGE>
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING .--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses the TINs in violation
of Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
5
<PAGE>
Exhibit 99.4
Offer for any and all Outstanding
11 1/4% Series A Senior Notes Due 2004
In Exchange for
11 1/4% Series B Senior Notes Due 2004
of Wilsons The Leather Experts Inc.
Pursuant to the Prospectus dated _______, 1997
___________, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the offer
by Wilsons The Leather Experts Inc. (the "Company") to exchange, upon the terms
and subject to the conditions set forth in the Prospectus dated _________, 1997
(the "Prospectus") and in the related Letter of Transmittal (the "Letter of
Transmittal," together with the Prospectus, the "Exchange Offer"), any and all
outstanding 11 1/4% Series A Senior Notes Due 2004 ("Private Notes") of the
Company for a like aggregate principal amount of 11 1/4% Series B Senior Notes
Due 2004 (the "Exchange Notes") of the Company.
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of your
clients, together with Instruction to Registered Holder from
Beneficial Owner and guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup federal income tax
withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if the Private Notes and all other required documents cannot be
delivered on or prior to the Expiration Date; and
4. A form of letter which may be sent to your clients for whose account
you hold the Private Notes in your name or in the name of a nominee,
accompanying the instruction form referred to above, for obtaining
such clients' instructions with regard to the Exchange Offer;
<PAGE>
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 1997, UNLESS EXTENDED. WE URGE YOU TO CONTACT YOUR CLIENTS
AS PROMPTLY AS POSSIBLE.
The Exchange Offer is not conditioned upon any minimum number of Private
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Private Notes will
represent to the Company that (i) any Exchange Notes acquired in exchange for
Private Notes pursuant to the Exchange Offer are being acquired in the ordinary
course of business of such holder, (ii) such holder has no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act of 1933, as amended (the "Securities Act")) of
such Exchange Notes, (iii) if such holder is not a broker-dealer, such holder is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and (iv) such holder is not an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act. If the tendering holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Private Notes that were acquired as a result of market-making or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, such broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by the beneficial owners of the Private Notes for you
to make the foregoing representations.
The Company will not pay any fees or commissions to any broker or dealer or
other person (other than the Exchange Agent (as defined below)) for soliciting
tenders of the Private Notes pursuant to the Exchange Offer. The Company will
pay or cause to be paid any transfer taxes payable on the transfer of Private
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from Norwest
Bank Minnesota, National Association (the "Exchange Agent"), at its address and
telephone number set forth in the enclosed Prospectus.
Very truly yours,
Wilsons The Leather Experts Inc.
<PAGE>
Exhibit 99.5
Offer for any and all Outstanding
11 1/4% Series A Senior Notes Due 2004
In Exchange for
11 1/4% Series B Senior Notes Due 2004
of Wilsons The Leather Experts Inc.
__________, 1997
TO OUR CLIENTS:
Enclosed for your consideration is the Prospectus dated _______, 1997 (as
the same may be amended from time to time, the "Prospectus") and a related
Letter of Transmittal (the "Letter of Transmittal," together with the
Prospectus, the "Exchange Offer") relating to the offer by Wilsons The Leather
Experts Inc. (the "Company") to exchange any and all outstanding 11 1/4% Series
A Senior Notes Due 2004 (the "Private Notes") of the Company for a like
aggregate principal amount of 11 1/4% Series B Senior Notes Due 2004 (the
"Exchange Notes") of the Company.
Please Note that the Exchange Offer will expire at 5:00 p.m., New York City
time, on _______________, 1997, unless extended.
The Exchange Offer is not conditioned upon any minimum number of Private
Notes being tendered.
WE ARE THE REGISTERED HOLDER OF THE PRIVATE NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH PRIVATE NOTES CAN BE MADE ONLY BY US AS THE
REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER PRIVATE NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender
any or all of the Private Notes held by us for your account, pursuant to the
terms and conditions set forth in the Exchange Offer. We also request that you
confirm that we may on your behalf make the representations contained in the
Letter of Transmittal that are to be made with respect to you as beneficial
owner.
Pursuant to the Letter of Transmittal, each holder of Private Notes will
represent to the Company that (i) any Exchange Notes to be received by it will
be acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer, it has no
<PAGE>
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act of 1933, as amended (the "Securities
Act")) of the Exchange Notes in violation of the Securities Act, (iii) it is not
an "affiliate" (as defined in Rule 405 promulgated under the Securities Act) of
the Company, (iv) if such holder is not a broker-dealer, that it is not engaged
in, and does not intend to engage in, the distribution of Exchange Notes, and
(v) if such holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Private Notes that were acquired as a result of
market-making or other trading activities, that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, such broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
Very truly yours,
