UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 29, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-1394
Edison Brothers Stores, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-0254900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 N. Broadway, St. Louis, Missouri 63102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 331-6000
Not applicable
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report:
Common Stock, $1 par value - 22,087,490
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Condensed Consolidated Balance Sheets as of
July 29, 1995; January 28, 1995; and
July 30, 1994
Condensed Consolidated Statements of Income for
the 13 and 26 weeks ended July 29, 1995 and
for the 13 and 26 weeks ended July 30, 1994
Condensed Consolidated Statements of Cash Flows
for the 26 weeks ended July 29, 1995 and for the
26 weeks ended July 30, 1994
Notes to Condensed Consolidated
Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operation
Part II. Other Information
Signatures
<TABLE>
PART I FINANCIAL INFORMATION
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
July 30
July 29, January 28, 1994
1995 1995 (restated)
(In Millions)
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and short-term investments $ 49.7 $ 27.0 $ 34.0
Merchandise inventories 369.2 318.4 343.1
Prepaid expenses 9.9 8.2 10.5
Deferred income taxes 14.5 9.6 20.3
Other current assets 22.8 33.9 13.5
Total Current Assets 466.1 397.1 421.4
Property and Equipment, net 287.8 347.0 352.1
Intangible Assets, net 97.0 96.2 102.1
Prepaid Pension Expense 40.8 38.7 37.5
Deferred Income Taxes 5.5
Other Assets 25.5 14.8 16.6
Total Assets $922.7 $893.8 $929.7
<CAPTION>
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Current Liabilities:
Notes payable and commercial paper $130.9 $115.9 $130.6
Current portion of long-term debt 233.5 15.1
Accounts payable, trade 101.1 75.4 77.2
Other current liabilities 70.7 64.9 66.1
Total Current Liabilities 536.2 256.2 289.0
Long-Term Debt 173.5 158.6
Postretirement Benefits 40.5 40.0 39.2
Other Liabilities 32.0 33.2 40.3
Deferred Income Taxes 3.7 6.6
Common Stockholders' Equity:
Common stock, par value $1 per share 22.1 22.0 22.0
Capital in excess of par value 76.7 76.5 76.3
Retained earnings 231.5 303.8 299.7
Foreign currency translation
adjustment and other (16.3) (15.1) (2.0)
Total Common Stockholders' Equity 314.0 387.2 396.0
Total Liabilities and Equity $922.7 $893.8 $929.7
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
13 Weeks Ended 26 Weeks Ended
July 30, July 30,
July 29, 1994 July 29, 1994
1995 (restated) 1995 (restated)
(In millions, except per share data)
<S> <C> <C> <C> <C>
Net Sales $ 334.7 $ 351.0 $ 652.8 $ 677.7
Cost of goods sold, occupancy
and buying expenses 244.2 241.6 463.1 454.5
Store operating and
administrative expenses 86.3 86.6 173.5 174.8
Depreciation and amortization 16.7 17.6 33.7 35.2
Interest expense, net 6.3 4.1 11.8 9.0
Store closing costs 20.9 20.9
Total Costs and Expenses 374.4 349.9 703.0 673.5
Income (Loss) before income
taxes (39.7) 1.1 (50.2) 4.2
Provision for income taxes (14.0) .3 (18.1) 1.5
Net Income (Loss) $ (25.7) $ .8 $ (32.1) $ 2.7
Per Common Share:
Net Income (Loss) $ (1.17) $ .03 $ (1.46) $ .12
Cash dividends declared $ .11 $ .31 $ .42 $ .62
Weighted average common shares
outstanding (in thousands) 22,074 21,998 22,051 21,993
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
26 Weeks Ended
July 30,
July 29, 1994
1995 (restated)
(In Millions)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ (32.1) $ 2.7
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 33.7 35.2
Deferred income taxes (12.0) (1.7)
Change in assets and liabilities
net of effects from acquisitions:
Merchandise inventories (46.5) (52.0)
Other assets 7.9 (6.2)
Accounts payable, accrued
expenses and other liabilities 24.1 4.6
Store closing reserves 13.4
Other 2.4 3.5
Total Operating Activities (9.1) (13.9)
Cash Flows from Investing Activities:
Net payments for businesses and assets
acquired net of cash acquired (10.9) (4.2)
Capital expenditures (27.4) (31.2)
Net proceeds from disposal of subsidiary 3.8
Other .9 .2
Total Investing Activities (33.6) (35.2)
Cash Flows from Financing Activities:
Principal payments of long-term debt (.1) (20.6)
Short-term debt (payments) borrowings 75.0 85.7
Common stock dividends (9.3) (13.6)
Other .2 (1.0)
Total Financing Activities 65.8 50.5
Effect of exchange rate changes on cash (.4)
Cash Provided 22.7 1.4
Beginning cash and short-term investments 27.0 32.6
Ending cash and short-term investments $ 49.7 $ 34.0
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited financial statements and notes have been
condensed and, therefore, do not contain all disclosures required by
generally accepted accounting principles. Reference should be made to
the annual financial statements, including the notes thereto, included
in the company's Annual Report to Stockholders for the year ended
January 28, 1995. In the opinion of the company, all adjustments have
been made to present fairly the financial position and the results of
operations for the unaudited interim periods. Unless otherwise
indicated, all such adjustments are of a normal recurring nature.
Certain prior year items have been reclassified to conform to the
current year presentation.
2. Interim operating results are not necessarily indicative of those for
a full fiscal year because of the seasonal nature of the business.
3. Net income per common share is based on the weighted average common
shares outstanding during the period. Shares issuable under the stock
option plans would have no material dilutive effect on earnings per
common share.
4. Common stock shares authorized total 100,000,000; at July 29, 1995,
27,554,232 shares were issued of which 5,466,742 shares were being
held in the company's treasury and 22,087,490 shares were outstanding.
<TABLE>
5. Property and equipment, net is composed of the following:
<CAPTION>
July 29, January 28, July 30,
1995 1995 1994
(In millions)
<S> <C> <C> <C>
Cost $558.9 $633.1 $627.8
Accumulated depreciation and
amortization (271.1) (286.1) (275.7)
Net book value $287.8 $347.0 $352.1
</TABLE>
<TABLE>
6. Intangible assets, net is composed of the following:
<CAPTION>
July 29, January 28, July 30,
1995 1995 1994
(In millions)
<S> <C> <C> <C>
Cost $133.5 $142.5 $146.9
Accumulated amortization (36.5) (46.3) (44.8)
Net book value $ 97.0 $ 96.2 $102.1
</TABLE>
7. The company's financing agreements contain certain restrictions
including limitations on dividend payments and the company's
acquisition of its capital stock. At July 29, 1995 retained earnings
of $3.5 million were free of the most restrictive of these
limitations.
The company is in violation of certain financial covenants under its
bank and senior note agreements. The company is presently seeking
waivers from its bank lenders and note holders, as well as amendments
of the existing loan agreements which could involve, among other
things, the extension of maturities, increases in interest rates and
changes in financial covenants. As a consequence of the violations,
the company has reclassified $224.4 million of debt from long-term to
current. The company has deferred related interest payments due of
$6.4 million as of the date of this filing.
During the first quarter of 1995, the company increased debt by $60.0
million through borrowings under its credit agreement which expires in
June of 1997. As of July 29, 1995, the company had outstanding $150.0
million of senior notes, $125.0 million under its $125.0 million
credit facility, and $80.9 million of short-term and demand notes
under its uncommitted bank lines.
8. In accordance with Financial Accounting Standards Board Technical
Bulletin 85-3, the company accrues noncash rent expense for leases
with scheduled increases in minimum lease payments such that minimum
rent expense is recognized on a straight-line basis over the lease
term. Minimum rent expense accrued in excess of (less than) cash rent
payments was $(.1) million and $(.4) million for the 13 and 26 weeks
ended July 29, 1995 and $.5 million and $.9 million for the 13 and 26
weeks ended July 30, 1994.
9. Income for the 13 and 26 weeks ended July 30, 1994, has been restated
and reduced by $.5 million ($.2 million after tax or 2 cents per
share) and $.9 million ($.5 million after tax or 3 cents per share),
respectively, to reflect as annual compensation expense certain
amounts payable under a contingent earn-out related to a 1989 business
acquisition; such amounts were previously considered as additional
purchase price to be reflected upon payment in 1995. In addition,
1994 beginning retained earnings have been reduced by $3.9 million to
reflect the effect of restatement for years prior to 1994.
10. In the second quarter of 1995, the company initiated a plan to close
approximately 250 under-performing apparel stores, the greatest number
of which are in the Oaktree chain. The stores are expected to close
over a two year period. Approximately one-half of the stores are
expected to close by year-end 1995. Store closing costs on the 1995
condensed consolidated income statement represents a $20.9 million
pretax ($13.4 million after-tax) provision to cover lease termination
payments, the write-off of fixtures and equipment, leasehold
improvements and related intangible assets expected to be incurred in
connection with elimination of the poorly performing locations. Total
charges of $7.4 million, representing primarily the projected-closing-
date net book value of fixed and intangible assets net of the step-
rent accrual reversal, have been made to the reserve since inception.
At July 29, 1995, $13.5 million (composed of $10.5 million current and
$3.0 million non-current amounts) remained in the reserve.
11. Effective June 29, 1995, the company distributed all of the
outstanding shares of common stock of Dave & Buster's, Inc. owned by
the company to Edison Brothers' stockholders of record as of June 19,
1995. Prior to the distribution, Dave & Buster's had been a majority-
owned subsidiary engaged in the ownership and operation of
restaurant/entertainment complexes. No gain or loss was incurred as a
result of the distribution. The company has guaranteed certain Dave &
Buster's lease obligations with a present value of $18.8 million.
Dave & Buster's has agreed, among other things, to indemnify the
company from loss under the lease guarantees and has granted the
company a subordinated security interest in (i) Dave & Buster's
leasehold interests in the guaranteed leases, (ii) all real property
owned by Dave & Buster's on the date of the agreement and (iii) all
personal property located in any of the Dave & Buster's
restaurant/entertainment complexes. The company believes it has
adequate security against loss under the guarantees. For the 1995
year-to-date period through the distribution date, Dave & Buster's
reported net income of $1.0 million and as of June 29, 1995 had total
assets of $49.2 million and a net book value of $30.9 million. The
distribution was recorded as a dividend and, accordingly, the company
reduced retained earnings by the net book value distributed. For
fiscal years 1994 and 1993 Dave & Buster's reported net income of $2.4
million and $1.2 million, respectively. At the end of 1994 and 1993
Dave & Buster's had total assets of $49.0 million and $43.4 million,
respectively, and a net book value of $27.7 million and $25.0 million,
respectively.
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION
During 1995 the company has retained excess cash from operations. The
result was a $22.7 million increase in cash and short-term investments at
second quarter-end over the year-end 1994 level. Merchandise inventory
increased during spring of 1995 by $50.8 million compared with year-end
1994 and by $26.1 million compared with the end of second quarter 1994.
The increase in inventory between year-end 1994 and second quarter 1995 was
a normal build-up of stock in anticipation of the back-to-school and fall
selling seasons. Approximately 44% of the increase in inventory at the end
of second quarter 1995 compared with second quarter 1994 is a result of the
growth of the Repp Ltd. chain. The remainder of the increase was
attributable to various factors including a greater proportion of higher
unit-cost footwear and leather apparel and the earlier timing of
merchandise shipments to the company by its foreign suppliers. The timing
of shipments also explains the increase in trade accounts payable. Period-
end accruals of in-transit merchandise were significantly higher in several
menswear chains and were only partially offset by lower on-hand inventory
levels, particularly in the J.Riggings chain. The decrease in other
current assets of $11.1 million between January and July 1995 was caused by
the collection of amounts due the company related to recovery of $16.9
million of certain countervailing duties.
Total debt, including current Notes Payable, increased by $75.0 million
between the end of fiscal 1994 and the end of second quarter 1995
representing a borrowing under a bank lending agreement. The funds were
used principally during the early weeks of the first quarter to increase
inventory in anticipation of Easter-holiday sales and were retained in second
quarter to rebuild inventories entering the back-to-school selling season.
The $73.2 million decrease in common stockholders' equity since year-end 1994
reflects a net loss of $32.1 million and dividend payments of $9.3 million
for the 26 weeks ended July 29, 1995 and a $30.9 million reduction of
equity as a result of the spin-off of the Dave & Buster's operations in the
second quarter of 1995. Subsequent to the end of the second quarter of
1995, the company announced that its board of directors voted to omit the
1995 third and fourth quarter dividends on its common stock.
On June 29, 1995, the company spun off its Dave & Buster's operations via a
distribution of Dave & Buster's common stock owned by the company to the
company's shareholders. For the year-to-date period through the
distribution date, Dave & Buster's reported net income of $1.0 million and
as of the distribution date had total assets of $49.2 million and a net
book value of $30.9 million. For fiscal years 1994 and 1993 Dave &
Buster's reported net income of $2.4 million and $1.2 million,
respectively. At the end of 1994 and 1993 Dave & Buster's had total assets
of $49.0 million and $43.4 million, respectively, and a net book value of
$27.7 million and $25.0 million, respectively.
The increase in other assets in 1995 over the second quarter and year end
1994 levels reflects a receivable due the company from Dave & Buster's
related to intercompany borrowing that occurred prior to the spin-off and
the company's financing of the construction of two new Dave & Buster's
locations. The company agreed to finance this construction as part of the
arrangements between the company and Dave & Buster's relating to the spin-
off. $43.5 million of the $59.2 and $64.3 million decrease in property,
plant, and equipment between year-end 1994 and the end of second quarter
1995 and between the end of second quarter 1994 and the end of second
quarter 1995, respectively, is a result of the Dave & Buster's spin-off.
The remaining decreases of $15.7 million and $20.8 million, respectively,
were caused by the write-off of fixed assets in connection with the
establishment of the store closing reserve in the second quarter of 1995
and normal retirements.
Net deferred tax assets varied from $13.7 million at the end of second
quarter 1994 to $5.9 million at year-end 1994 and $20.0 million at the end
of second quarter 1995. The significant increase during 1995 was caused by
numerous factors, including the reduction of deferred liabilities caused by
realization of taxable income for a countervailing duty settlement and the
creation of deferred assets associated with the establishment or
enlargement of store closing and other reserves. The company believes it
will realize the net deferred tax asset through a combination of carry-
backs, future offsetting temporary difference reversals, taxable income to
be recognized for non-deductible goodwill amortization and, if necessary,
certain tax-planning strategies that would generate future taxable income.
As disclosed in the company's Form 10-Q for the first quarter of 1995, the
company had been pursuing a refinancing plan that was expected to include
the public sale of up to $300 million of debt securities the proceeds of
which were intended to be used to refinance all of the company's
outstanding uncommitted bank lines, a portion of the debt outstanding under
its existing credit facility, and all of its existing senior notes. As
part of that refinancing plan, the company also had received a commitment
letter from a major money center bank to arrange a new $300 million bank
facility to replace all of the company's existing bank facilities. The
company was not able to complete the necessary arrangements for
implementation of this refinancing plan.
As a result of its operating losses for the second quarter of 1995, the
company currently is in violation of certain financial covenants under its
bank and note agreements. The company is presently seeking waivers from
its bank lenders and note holders, as well as amendments of the existing
loan agreements which could involve, among other things, the extension of
maturities, increases in interest rates and changes in financial covenants.
The company has received a commitment letter for a new $75.0 million short-
term line of credit to support its working capital needs, including a $40.0
million letter of credit facility. However, there can be no assurance that
any such waivers or amendments will be obtained or that this new financing
will be accomplished. As of July 29, 1995, the company has outstanding
$150.0 million of senior notes, $125.0 million under its $125.0 million
credit facility, and $80.9 million of short-term and demand notes under its
uncommitted bank lines. As a consequence of the covenant violations, the
company has classified all of its debt as current. The company has deferred
related interest payments due of $6.4 million as of the date of this filing.
The company previously announced that it had been notified by several
factoring companies that, based on their concern regarding the company's
financial position, they had ceased providing credit support with respect
to the company's new orders of merchandise from domestic vendors.
Approximately three-fourths of the company's merchandise, however, is
purchased from overseas vendors who are paid through letters of credit.
The company has had discussions with a number of the factors and domestic
vendors and is working to address their concerns.
OPERATING RESULTS
Sales for the second quarter and 26 weeks ended July 29, 1995 decreased by
4.6% and 3.7%, respectively, from the comparable periods of 1994. Same-
store sales for the 26-week period decreased by 2.6% for the company as a
whole with the apparel segment reporting a 3.4% decline and footwear a .1%
increase. The company attributed much of the same-store sales decline to
the highly promotional and competitive apparel business. A contributing
factor to the total sales decrease was the net reduction in the number of
stores between the end of second quarter 1994 and the end of second quarter
1995.
In the second quarter of 1995, the company implemented a program to
eliminate approximately 250 under-performing apparel stores, approximately
one-half of which are expected to close by the end of 1995 and the
remainder by the end of 1996. The largest number of closed stores will be
in the Oaktree menswear chain but will also include stores from the 5-7-9
Shops, J.Riggings and Zeidler & Zeidler chains. The decision to close the
stores and the selection of such stores was based on an evaluation of their
operating results, long-term potential, and other criteria. The plan
reflects a decision to concentrate on the markets where these apparel
chains perform well consistently. In the second quarter of 1995 the
company recorded a one-time charge to income of $20.9 million pre-tax
($13.4 million after-tax) to reserve for the costs of closing these units.
The charge included the write-off of fixtures, equipment and leasehold
improvements of $8.4 million, related intangible assets of $.9 million, and
expected cash outlays for lease termination payments of $13.2 million
expected to be incurred in connection with the elimination of the stores,
all net of the reversal of accrued step rent of $(1.6) million. The
company anticipates the store closing plan will have a positive cash flow
effect because the liquidation of store inventory and the realization of
tax benefits is expected to exceed the cash outflows provided for in the
reserve. The company also anticipates that the store closing plan will
have a positive effect on the company's future operating results through
the elimination of highly unprofitable locations, although the amount of
the effect cannot reasonably be estimated.
Cost of goods sold, including occupancy and buying expenses, as a
percentage of sales was 73.0% and 70.9% for the second quarter and 26 weeks
of 1995, respectively, as compared with 68.8% and 67.1% for the 1994
periods. For both the second quarter and 26 weeks of 1995, two-thirds or
more of the increased percentage in cost of goods sold resulted from the
reduction of gross margins through heightened markdowns, especially in
certain apparel chains. The company attributes much of the highly
promotional retail environment to a lack of fashion excitement and cautious
consumer spending on soft goods. Increased direct cost of merchandise and
shrinkage accounted for most of the remainder of the increased cost of
goods sold as a percentage of sales in both the second quarter and 26 weeks
of 1995 over the comparable 1994 periods. As a percentage of sales,
occupancy and buying costs remained nearly equal for the 26 weeks of 1995
compared with the 1994 period and increased only slightly for the second
quarter of 1995 compared with second quarter 1994.
Store operating and administrative expenses as a percentage of sales were
25.8% and 26.6% for the second quarter and 26 weeks of 1995 as compared
with 24.7% and 25.8% for the comparable 1994 periods. Over 80% of the
increase in the second quarter and 26 weeks of 1995 was caused by an
increase in the administrative expense component. Prior year
administrative expense included one-time adjustments to reserves that
decreased overall expense levels for the second quarter and 26 weeks of
1994, resulting in an unfavorable variance in 1995. Excluding the effect
of the one time adjustments to the reserves, administrative expenses
remained fairly flat with only minor increase of $.1 million and $.7
million in expense for the second quarter and 26 weeks of 1995,
respectively. The positive effect of closing poorly-performing stores was
offset by the negative leverage of declining sales, producing only a slight
increase of less than 20 basis points in store expenses as a percentage of
sales in the second quarter and 26 weeks of 1995 as compared with the 1994
periods.
The decrease in depreciation and amortization is attributable in part to
the curtailment of capital expenditures over the past year and in part to
maturation of intangible assets in shorter-lived categories such as lease
rights.
The increase in net interest expense is attributable to a significant
increase in the average interest rates on the company's short and long-term
bank debt and an increased level of such debt in 1995. The average daily
balance of bank debt was $195.3 million and $182.9 million for the second
quarter and 26 weeks of 1995, respectively. These amounts compare with
$110.9 million and $96.1 million of bank debt and commercial paper borrowed
for the comparable 1994 periods. The increase reflected the company's
greater reliance on such debt for working capital, capital expenditures and
long-term debt repayment normally funded to a greater extent by funds from
operations. The higher bank interest expense was partially offset by
higher interest income and lower long-term interest expense, the latter due
to the retirement of $20.0 million and $15.0 million of senior notes during
the second and fourth quarters of 1994, respectively.
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
Items 1 through 2 of Part II are not applicable.
Item 3. Defaults Upon Senior Securities
As a result of the company's operating loss for the second quarter of 1995,
the company is in violation of certain financial covenants under its bank
Credit Agreement dated June 4, 1993 as amended and Note Agreements and
Senior Notes dated March 1, 1993 as amended. The Company is seeking
waivers for all financial covenant violations and amendments to the
covenants. The company has deferred related interest payments due of
$6.4 million as of the date of this filing.
Item 4. Submission of Matters to a Vote of Security Holders.
The company's annual meeting of stockholders was held June 14, 1995. At
the meeting, the stockholders:
(i) voted to elect 12 directors of the company. Each nominee for director
was elected by a vote of the stockholders as follows:
<TABLE>
<CAPTION>
Votes Votes
Cast for Withheld
<S> <C> <C>
David B. Cooper, Jr. 19,236,049 252,807
Julian I. Edison 19,169,590 319,266
Peter A. Edison 19,249,007 239,849
Jane Evans 19,231,126 257,730
Michael H. Freund 18,909,587 579,269
Karl W. Michner 19,242,597 246,259
Alan D. Miller 19,245,565 243,291
Andrew E. Newman 18,874,719 614,137
Eric P. Newman 18,886,907 601,949
Alan A. Sachs 19,248,240 240,616
Craig D. Schnuck 19,237,856 251,000
Martin Sneider 18,740,592 748,264
</TABLE>
(ii) voted on a proposal to amend the company's Certificate of
Incorporation to authorize the issuance of up to 10,000,000 shares of
preferred stock. The proposal was approved by a vote of the
stockholders as follows:
<TABLE>
<CAPTION>
<S> <C>
Votes cast for 13,472,162
Votes cast against 2,795,023
Abstentions 142,096
Broker non-votes 3,079,575
</TABLE>
(iii)voted on a stockholder proposal that future non-employee directors
not be granted retirement benefits and that current non-employee
directors voluntarily relinquish their retirement benefits. The
proposal was rejected by a vote of the stockholders as follows:
<TABLE>
<CAPTION>
<S> <C>
Votes cast for 3,425,405
Votes cast against 12,765,701
Abstentions 144,730
Broker non-votes 3,153,020
</TABLE>
Item 5 of part II is not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Bylaws of the company, as amended February 21, 1995 were filed as an
Exhibit to the company's annual report on Form 10-K for the year ended
January 28, 1995, and are incorporated herein by reference.
(b) The company's Certificate of Incorporation, as amended September 8,
1995.
(c) Exhibit 11, computation of per share earnings.
(d) Exhibit 27, Financial Data Schedule.
(e) The company filed a Form 8-K, dated May 25, 1995, with the Commission
to report a press release issued by the company reporting first
quarter earnings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
EDISON BROTHERS STORES, INC.
Date: September 12, 1995 By/s/David B. Cooper, Jr.
David B. Cooper, Jr.
Executive Vice President and
Chief Financial Officer
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, Secretary of State of the State of Delaware, do
hereby certify that the attached includes all of the provisions of the
Certificate of Incorporation as amended and in effect on December 21, 1964.
/s/ Michael Harkins
Michael Harkins, Secreatary of State
AUTHENTICATION:/S/H. Davis
DATE: 11/20/1985
COMPOSITE
CERTIFICATE OF INCORPORATION
OF
EDISON BROTHERS STORES, INC.
FIRST: The name of this corporation is
EDISON BROTHERS STORES, INC.
SECOND: Its principal office in the State of Delaware is located at 229
South State Street, in the City of Dover, County of Kent. The
name and address of its resident agent is Prentice-Hall, Inc.,
229 South State Street, Dover, Delaware.
THIRD: The nature of the business or objects or purposes to be
transacted, promoted or carried on are:
To manufacture, purchase, sell, export, import and otherwise
deal in, and carry on the business of dealers in, either at
wholesale and/or retail, shoes, boots, stockings, hosiery,
rubbers, overshoes, leggings, puttees, slippers, dancing pumps,
sandals, over-gaiters, spats, moccasins, insoles, canvas and
rubber footwear, and wearing apparel of every nature and
description and any and all kindred products.
To repair shoes, boots, footwear, hosiery and wearing apparel
and to manufacture, buy, sell, hire, lease, deal in, import
and/or export machinery of every description used for that
purpose and/or for the purpose of manufacturing as hereinbefore
set forth.
To establish, own, lease, manage, operate, maintain and conduct
chain store systems and chain stores, shops, departments and
stands for the trafficking and dealing in and with, either at
wholesale or retail, or both, the above mentioned and all other
articles and commodities of personal and household use and
consumption and all manufactured and prepared goods, materials
and produce.
To take, acquire, buy, hold, own, manage, work, develop, sell,
convey, rent, lease, mortgage, exchange, improve, and otherwise
operate and deal in and dispose of real estate and buildings,
or any interest or rights therein, without limit as to amount;
to erect, construct and alter buildings and other structures;
to make and enter into any and all manner and kind of
contracts, agreements and obligations by or with any person or
persons, corporation or corporations and with or by this
corporation, for the erection, construction, equipment,
improvement, working, development, leasing, renting, repairing,
management, or control of any building and edifice of any kind
what-so-ever with full power to borrow such money as may be
required for the purpose of the business of the corporation.
To manufacture, purchase or otherwise acquire, own, mortgage,
pledge, sell, assign and transfer, or otherwise dispose of, to
invest, trade, deal in and deal with, goods, wares and
merchandise and real and personal property of every class and
description.
To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or any part of
the obligations or liabilities of any person, firm, association
or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage, or otherwise dispose of letters patent of
the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements and
processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To guarantee, purchase, hold, sell, assign, transfer, mortgage,
pledge or otherwise dispose of shares of the capital stock of,
or any bonds, securities or evidences of indebtedness created
by any other corporation or corporations organized under the
laws of this state or any other state, country, nation or
government, and while the owner thereof to exercise all the
rights, powers and privileges of ownership.
To issue bonds, debentures or obligations of this corporation
from time to time, for any of the objects or purposes of the
corporation, and to secure the same by mortgage, pledge, deed
of trust, or otherwise.
To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such
use would cause any impairment of its capital; and provided
further that shares of its own capital stock belonging to it
shall not be voted upon directly or indirectly.
To have one or more offices, to carry on all or any of its
operations and business and without restriction or limit as to
amount to purchase or otherwise acquire, hold, own, mortgage,
sell, convey, or otherwise dispose of real and personal
property of every class and description in any of the States,
Districts, Territories or Colonies of the United States, and in
any and all foreign countries, subject to the laws of such
State, District, Territory, Colony or Country.
In general, to carry on any other business in connection with
the foregoing, whether manufacturing or otherwise, and to have
and exercise all the powers conferred by the laws of Delaware
upon corporations formed under the act hereinafter referred to,
and to do any or all of the things hereinbefore set forth to
the same extent as natural persons might or could do.
The foregoing clauses shall be construed both as objects and
powers; and it is hereby expressly provided that the foregoing
enumeration of specific powers shall not be held to limit or
restrict in any manner the powers of this corporation.
FOURTH: The total number of shares that may be issued by the
corporation is one million two hundred and sixty-five thousand
(1,265,000), of which sixty-five thousand (65,000) shares of
the par value of one hundred dollars ($100.) per share
(amounting in the aggregate to six million five hundred
thousand dollars), shall be Cumulative Preferred Stock, and one
million two hundred thousand (1,200,000) shares of the par
value of One Dollar ($1.) per share, (amounting in the
aggregate to one million two hundred thousand dollars) shall be
Common Stock.
The following is a statement of certain of the designations,
powers, preferences and relative, participating, voting,
optional or other special rights, and the qualifications,
limitations or restrictions thereof, in respect of the stock of
such classes, together with the grant of authority to the Board
of Directors of the Corporation to fix by resolution or
resolutions the remainder thereof;
(1) The Cumulative Preferred Stock is senior to the Common
Stock and the Common Stock is subject to all the rights
and preferences of the Cumulative Preferred Stock as
hereinafter set forth.
(2) The Cumulative Preferred Stock may be issued from time to
time in one or more series in any manner permitted by law
as determined from time to time by the Board of Directors
and stated in the resolution or resolutions providing for
the issue of such Cumulative Preferred Stock adopted by
the Board of Directors pursuant to authority hereby vested
in it, each series to be appropriately designated prior to
the issue of any shares thereof by some distinguishing
number, letter or title. All shares of each series of
Cumulative Preferred Stock shall be alike in every
particular (except as to the date from which dividends
shall commence to accrue) and all shares of Cumulative
Preferred Stock shall have the same rights, privileges and
preferences and shall be subject to the same restrictions
or qualifications without distinction between the shares
of the different series thereof, except only in regard to
the following particulars, which may be different with
respect to the different series;
(a) The rate of dividends and the dates from which such
dividends shall become cumulative;
(b) The amount payable upon and the terms for the
redemption thereof;
(c) The amount payable upon any liquidation (voluntary
of involuntary), dissolution or winding up of the
Corporation;
(d) The provisions of the sinking fund, if any;
(e) The terms and rates of conversion and /or exchange,
if convertible and/or exchangeable;
(f) The provisions of the rights or options, if any, to
purchase any shares of capital stock of any class or
classes of the Corporation; and
(g) The provision, if any, as to payments or refunds of
taxes.
The designation of each particular series of Cumulative
Preferred Stock and its terms in respect of the foregoing
particulars shall be fixed and determined by the Board of
Directors in any manner now or hereafter permitted by law
and stated in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors
pursuant to authority hereby vested in it, before any
shares of such series are issued. The Board of Directors
may from time to time increase the number of shares of any
series Cumulative Preferred Stock, already created by
providing that any unissued shares of Cumulative Preferred
Stock shall constitute part of such series, and/or may
decrease (but not below the number of shares thereof then
outstanding) the number of shares of any series of
Cumulative Preferred Stock already created by providing
that any unissued shares previously assigned to such
series shall no longer constitute part thereof. The Board
of Directors is hereby empowered to classify or reclassify
any unissued Cumulative Preferred Stock by fixing or
altering the terms thereof in respect of the above
mentioned particulars and by assigning the same to an
existing or newly created series from time to time before
the issuance of such stock.
(3) The holders of Cumulative Preferred Stock of each series
shall be entitled to receive, but only as and when
declared by the Board of Directors and out of funds
legally available for the payment of dividends, cumulative
dividends at the annual rate determined by the Board of
Directors for such series as herein authorized, and no
more, payable in cash, quarterly, in the first days of
October, January, April and July of each year. Dividends
shall not be paid or declared and set apart for payment on
the Cumulative Preferred Stock of any one series for any
dividend period unless dividends have been paid or
declared and set apart for prior or simultaneous payment
on the Cumulative Preferred Stock of all series for all
the dividend periods terminating on the same or an earlier
date. Upon the payment of dividends on the Cumulative
Preferred Stock of any series for any dividend period,
dividends shall be paid or declared and set apart for
simultaneous payment upon all outstanding shares of
Cumulative Preferred Stock of all series in the proportion
that the aggregate dividend requirement of each such
respective series for such period bears to the aggregate
of the dividend requirements of all such series for such
period. If at the time of the issue of any shares of
Cumulative Preferred Stock dividends upon any shares of
Cumulative Preferred Stock at the time outstanding shall
not then have been paid or declared and set apart for
payment, at the maximum rates to which said shares are
entitled, to the beginning of the period then current with
respect to which dividends on outstanding shares of
Cumulative Preferred Stock are payable, no dividend shall
be paid or declared and set aside for payment on shares of
Cumulative Preferred Stock issued at such time until all
such dividends then in arrears shall have been paid or
declared and set apart for payment as aforesaid, and none
of the provisions hereof shall be deemed to prevent the
declaration and payment of such dividends in arrears
without a declaration or payment of dividends on
additional shares so issued.
(4) In no event, so long as any shares of the Cumulative
Preferred Stock shall be outstanding shall any dividend
whatsoever, whether in cash, stock or otherwise, be paid
or declared, nor any distribution made, on any stock of
the Corporation ranking junior to the Cumulative Preferred
Stock nor shall any shares of such junior stock be
purchased, redeemed, or otherwise acquired by the
Corporation, nor shall any monies be paid to or set aside
or made available for a sinking fund for the purchase or
redemption of any such junior stock, unless
(a) all dividends on the Cumulative Preferred Stock of
all series for all past quarterly dividend periods
shall have been paid and full dividends for the then
current quarterly dividend period shall have been
paid or declared and a sum sufficient for the
payment there-of set apart; and
(b) the Corporation shall have set aside all amounts, if
any, required theretofore to have been set aside as
and for all sinking funds, if any, for the
Cumulative Preferred Stock of all series for the
then current year, and all defaults, if any, in
complying with any such sinking fund requirements in
respect of previous years shall have been made good.
(5) In no event, so long as any Cumulative Preferred Stock
shall remain outstanding, shall any dividend (other than a
dividend payable in shares of stock of the Corporation of
a class ranking junior to the Cumulative Preferred Stock),
be declared or paid upon, nor shall any distribution be
made upon, any class of stock ranking junior to the
Cumulative Preferred Stock, nor shall any shares of any
such junior class of stock be purchased or redeemed by the
Corporation, nor shall any monies be paid to or made
available for a sinking fund for the purchase or
redemption of any such junior class of stock, except to
the extent that the sum of (a) the aggregate consolidated
net earnings of the Corporation and its subsidiaries for
the period subsequent to December 31, 1944, plus (b) the
sum of $1,000,000, shall exceed the sum of (i) the
aggregate amount of dividends and other distributions paid
or made on such junior classes of stock subsequent to
December 31, 1944 (exclusive of dividends payable in
shares of stock of the Corporation of a class ranking
junior to the Cumulative Preferred Stock), plus (ii) the
aggregate purchase and redemption prices of all shares of
any such junior class of stock purchased or redeemed
subsequent to December 31, 1944, plus (iii) the aggregate
amount of funds set aside as a sinking fund for the
purchase or redemption of shares of any such junior class
of stock subsequent to December 31, 1944, but not expanded
for such purchase or redemption, plus (iv) the aggregate
amount of dividends paid and accrued on the shares of
Cumulative Preferred Stock of the Corporation outstanding
from time to time.
Subject to the provisions of paragraph (4) and of this
paragraph (5) and not otherwise, such dividends and
distributions as may be determined by the Board of
Directors of the Corporation may from time to time be
declared and paid or made upon shares of the stock of the
Corporation ranking junior to the Cumulative Preferred
Stock, out of funds legally available therefor, and the
Cumulative Preferred Stock shall not be entitled to
participate in any such dividend or distribution so
declared and paid or made upon such junior stock.
(6) The Corporation, at the option of the Board of Directors,
may at any time redeem the whole, or from time to time may
redeem any part of the Cumulative Preferred Stock, by
paying therefor in cash the amount per share fixed by the
Board of Directors for each share of such series as herein
authorized, such sum being hereinafter in this paragraph
(6) referred to as the "redemption price". If less than
all of the outstanding shares of Cumulative Preferred
Stock are to be called for redemption, redemption may be
made of the whole or any part of the outstanding shares of
any one or more series, in the discretion of the Board of
Directors, and if less than all outstanding shares of any
series are to be redeemed, the shares to be redeemed shall
be selected either by lot or pro rata in such manner as
may be prescribed by resolution of the Board of Directors.
At least thirty (30) days prior to the redemption date,
notice of the proposed redemption shall be mailed to the
holders of record of the Cumulative Preferred Stock to be
redeemed, such notice to be addressed to each such
stockholder at his post office address as shown on the
records of the Corporation and the time of mailing such
notice shall be deemed to be the time of the giving
thereof. On or after the date of redemption stated in
such notice (sometimes referred to in this paragraph as
the 'redemption date'), each holder of Cumulative
Preferred Stock called for redemption shall surrender his
certificate for such stock to the Corporation at the place
designated in such notice and shall thereupon be entitled
to receive payment of the redemption price. In case less
than all the shares represented by any such surrendered
certificates are redeemed, a new certificate shall be
issued representing the unredeemed shares. From and after
the 'redemption date', unless default shall be made by the
Corporation in providing moneys at the time and place
specified for the payment of the 'redemption price', or,
if the Corporation shall so elect, from and after a date
(which shall be prior to the 'redemption date' and which,
together with the fact of such election, shall be set
forth in the notice of redemption) on which the
Corporation shall provide moneys for the payment of the
'redemption price' by depositing the amount thereof as a
trust fund for the account of the holders of the
Cumulative Preferred Stock entitled thereto, with a bank
or trust company doing business in the Borough of
Manhattan, City, County and State of New York, and having
capital and surplus of at least five million dollars
($5,000,000.), all dividends on the Cumulative Preferred
Stock thereby called for redemption, notwithstanding that
the certificates representing any shares of Cumulative
Preferred Stock called for redemption shall not have been
surrendered, shall cease to accrue and all rights of the
holders thereof as stockholders of the Corporation, except
only the right, upon surrender of certificates therefor to
receive the 'redemption price' thereof, without interest,
and the right, to exercise on or before the 'redemption
date', the rights, if any, not theretofore expired, which
the holder thereof shall have to convert the shares so
called for redemption into stock of any other class or
series or other securities, shall cease and determine, and
such shares shall not be deemed to be outstanding for any
purpose. Any moneys so deposited which shall not be
required for such redemption because of the exercise of
any rights of conversion or otherwise subsequent to the
date of such deposit, shall be returned forthwith to the
Corporation. Any moneys so deposited and remaining
unclaimed at the end of six (6) years from the 'redemption
date' shall, if thereafter requested by resolution of the
Board of Directors, be repaid to the Corporation, and in
the event of such repayment to the Corporation, such
holders of record of the shares of Cumulative Preferred
Stock so called for redemption as shall not have made
claim against such moneys prior to such repayment to the
Corporation shall be deemed to be unsecured creditors of
the Corporation for an amount equivalent to the amount
deposited as above stated for the redemption of such
shares and so repaid to the Corporation, but shall in no
event be entitled to any interest. Any interest accrued
on any funds so deposited shall belong to the Corporation
and be paid to it from time to time.
Subject to the provisions hereof, the Board of Directors
shall have authority to prescribe from time to time the
manner in which Cumulative Preferred Stock shall be
redeemed.
Cumulative Preferred Stock redeemed pursuant to the
provisions hereof shall not be reissued, or otherwise
disposed of and no Cumulative Preferred Stock shall be
issued in lieu thereof and the Corporation may from time
to time cause all such shares to be retired in the manner
provided by law.
Nothing herein contained shall limit any legal right of
the Corporation to purchase any shares of the Cumulative
Preferred Stock and same may be retired by the Corporation
pursuant to resolution of the Board of Directors.
The foregoing provisions of this paragraph (6) to the
extent applicable, shall also govern the redemption of
shares of Cumulative Preferred Stock pursuant to any
sinking fund that may be fixed with respect to any series
thereof.
(7) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the
Cumulative Preferred Stock of each series shall be
entitled, before any distribution shall be made to any
class of stock junior to the Cumulative Preferred Stock,
to be paid the full preferential amount fixed by the Board
of Directors for such series as herein authorized; but the
Cumulative Preferred Stock shall not be entitled to any
further payment, and the remaining net assets, if any, of
the Corporation shall be distributed, pro rata, to the
common stock. If upon such liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, the net assets of the Corporation shall be
insufficient to permit the payment to all outstanding
shares of Cumulative Preferred Stock of all series of the
full preferential amounts to which they are respectively
entitled as aforesaid, then the entire net assets of the
Corporation shall be distributed ratably to all
outstanding shares of Cumulative Preferred Stock in
proportion to the full preferential amount to which each
such share is entitled as aforesaid. Neither a
consolidation nor merger of the Corporation with or into
any other corporation or corporations, nor the sale of all
or substantially all of the assets of the Corporation
shall be deemed to be a liquidation, dissolution or
winding up of the Corporation, within the meaning of this
paragraph 7.
(8) Except for those purposes, if any, in respect of which the
right to vote cannot be denied or waived under the laws of
the State of Delaware and except as is otherwise provided
in this paragraph (8) and in paragraph (9) hereof, the
holders of the Cumulative Preferred Stock shall have no
right to vote for the election of directors or for any
other purpose, nor shall the holders of the Cumulative
Preferred Stock be entitled to any notice of any meeting
of stockholders, and the holders of common stock shall,
except as aforesaid, exclusively possess all rights to
notice of stockholders' meetings and all voting rights for
the election of directors, for authorizing any corporate
action whatsoever required to be authorized by the
stockholders and for all other purposes.
If and whenever the dividends on the Cumulative Preferred
Stock shall be in arrears and such arrears shall aggregate
an amount equal to or in excess of six quarterly dividends
upon such stock, then and in such event, the holders of
the Cumulative Preferred Stock, voting separately as a
class, shall be entitled, at any annual meeting of the
stockholders or special meeting held in place thereof, or
at a special meeting of the holders of the Cumulative
Preferred Stock called as hereinafter provided, to elect a
number of directors (who shall be additional directors to
the then existing Board) which shall equal one-half of the
total number of directors in office immediately prior to
the accrual of such right (or if the total number of
directors then in office shall not be exactly divisible by
two, then one-half of the number which is one more than
the total number of directors then in office) so that on
the augmented Board the Cumulative Preferred Stock shall
have a representation of not less than one-third.
Whenever all arrears in dividends on the Cumulative
Preferred Stock then outstanding shall have been paid and
dividends thereon for the current quarterly dividend
period shall have been paid or declared and a sum
sufficient for the payment thereof set aside, then the
right of the holders of the Cumulative Preferred Stock to
elect such number of directors shall cease, but subject
always to the same provisions for the vesting of such
voting rights in the case of any similar future arrearages
in dividends, and the term of office of all persons
elected as directors by the holders of the Cumulative
Preferred Stock shall forthwith ipso facto terminate, and
the number of the Board of Directors shall be reduced
accordingly. At any time after such voting power shall
have been so vested in the Cumulative Preferred Stock, the
Secretary of the Corporation may, and upon the written
request of the holders of record of 5% or more in amount
of the Cumulative Preferred Stock then outstanding,
addressed to him at the principal office of the
Corporation, shall call a special meeting of the holders
of the Cumulative Preferred Stock for the election of the
Directors to be elected by them as herein provided, to be
held within thirty days after such call and at the place
and upon the notice provided by law or by the By-laws of
the Corporation for the holding of meetings of
stockholders. If any such special meeting required to be
called as above provided shall not be called by the
Secretary within ten days after receipt of any such
request, then the holders of record of 5% or more in
amount of the Cumulative Preferred Stock then outstanding
may designate in writing one of their number to call such
meeting, and the person so designated may call such
meeting to be held at the place and upon the notice above
provided, and for that purpose shall have access to the
stock books of the Corporation. If any such special
meeting shall be called as above provided and if the
holders of at least a majority of the Cumulative Preferred
Stock then outstanding shall be present or represented by
proxy at such meeting or any adjournment thereof, then the
holders of at least a majority of Cumulative Preferred
Stock present or so represented at such meeting, shall be
entitled to elect the additional directors above provided
for, but any director so elected shall not hold office
beyond the annual meeting of the Stockholders or special
meeting held in place thereof next succeeding the time
when the holders of the Cumulative Preferred Stock shall
become entitled to elect directors as above provided, or
beyond the time when the right of the holders of the
Cumulative Preferred Stock to elect the aforesaid number
of directors ceases as herein provided, whichever shall
first occur. Each stockholder entitled to vote at any
particular time in accordance with the foregoing
provisions shall have one vote for each share of stock
held of record by him and at the time entitled to voting
rights.
(9) Consent of the holders of at least two-thirds in amount of
the Cumulative Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or at a
special meeting called for that purpose at which the
Cumulative Preferred Stock shall vote as a class, shall be
necessary for effecting or validating (i) any amendment,
alteration or repeal of any of the provisions of the
Certificate of Incorporation as amended which would
adversely affect the Cumulative Preferred Stock or of any
of the rights or preferences of outstanding Cumulative
Preferred Stock fixed in the manner provided in the
Certificate of Incorporation as amended; provided,
however, that if any such amendment, alteration or repeal
would decrease the rights and preferences of outstanding
shares of Cumulative Preferred Stock of any particular
series, without in any way decreasing the rights and
preferences of any other series then only such consent of
the holders of at least two-thirds in the amount of the
series whose rights are so decreased shall be required; or
(ii) the increase of the authorized amount of Cumulative
Preferred Stock above the aggregate amount of 65,000
shares presently authorized by the Certificate of
Incorporation as amended or the authorization or creation
of any class of stock ranking prior to or on a parity with
the Cumulative Preferred Stock or of any stock or
obligation convertible into or evidencing the right to
purchase any stock ranking prior to or on a parity with
the Cumulative Preferred Stock, unless the Cumulative
Preferred Stock is fully redeemed and retired in
connection therewith; or (iii) the issue or sale by the
Corporation of any shares of Cumulative Preferred Stock in
addition to the 50,000 shares to be issued initially or
the issue or sale of any additional class of stock ranking
prior to or on a parity with the Cumulative Preferred
Stock, unless the sum of (a) the consolidated net
tangible assets of the Corporation and its subsidiaries,
plus (b) an amount equal to the net proceeds to be
received by the Corporation as a result of such
transaction, will be at least equal to 200% of the sum of
(x) all funded indebtedness of, or guaranteed by the
Corporation and its subsidiaries at the time outstanding,
plus (y) the total preference on involuntary liquidation
of all shares of the Cumulative Preferred Stock to be
outstanding after giving effect to such transactions, and
the total par value, or if such stock has no par value,
the preference on involuntary liquidation of all shares to
be outstanding after giving effect to such transaction of
all classes of stock of the Corporation ranking prior to
or on a parity with the Cumulative Preferred Stock, in
which event no consent nor vote by any holder of
Cumulative Preferred Stock shall be required; or (iv) the
creation issuance, sale or assumption by the Corporation
or any subsidiary of any funded indebtedness, or giving by
the Corporation or any subsidiary of any guarantee or
similar obligation for the payment of any funded
indebtedness of any other corporation or person or persons,
unless the sum of (A) the consolidated net tangible assets
of the Corporation and its subsidiaries, plus (B) an
amount equal to the net proceeds to be received by the
Corporation or any subsidiary as a result of such
transaction will at least equal 200% of the sum of (X) all
funded indebtedness of or guaranteed by, the Corporation
and its subsidiaries, to be outstanding after giving
effect to such transaction, plus (Y) the total preference
on involuntary liquidation of all of the shares of
Cumulative Preferred Stock at the time outstanding,
and the total par value, of if such stock has no par
value, the preference on involuntary liquidation,
of all shares at the time outstanding of all classes of
stock of the Corporation ranking prior to or on a parity
with the Cumulative Preferred Stock, in which event no
consent of nor vote by any holder of Cumulative Preferred
Stock shall be required; Provided, further, that no
consent by or vote of any holder of Cumulative Preferred
Stock shall be required by the foregoing in connection
with (a) the creation, issuance, sale or assumption by the
Corporation or any subsidiary of any funded indebtedness
for the purpose of extending, renewing, or refunding of
any equal aggregate principal amount of funded
indebtedness of the Corporation or any subsidiary, (b) the
creation, issuance, sale or assumption by the Corporation
or any subsidiary of any funded indebtedness in connection
with and secured by purchase money mortgages or other
purchase money liens on property which may hereafter be
acquired by the Corporation or any subsidiary or the
assumption of indebtedness secured by mortgages or other
liens then existing on such "after-acquired property", or
mortgages, liens or other obligations created or incurred
in connection with the erection of improvements or other
construction work, provided that such property,
improvement or construction shall not then be or thereby
become encumbered in excess of two-thirds of the cost or
fair market value thereof at the time (as determined by
the Board of Directors of the Corporation, whose
determination, in the absence of fraud, shall be
conclusive), whichever is less, or the extending, renewing
or refunding of any such mortgage or other lien, or (c)
the creation by any subsidiary of any funded indebtedness
for issuance to, and the issuance or sale thereof to the
Corporation, but in any such event, the Corporation shall
not, without like consent, sell or dispose of such funded
indebtedness otherwise than to such subsidiary for
retirement, unless prior thereto or at the same time, all
stock of such subsidiary, owned directly or indirectly, by
the Corporation, is sold or disposed of; or (v) the
voluntary dissolution, liquidation or winding up of the
Corporation or (any provision of paragraph NINTH of the
Certificate of Incorporation to the contrary
notwithstanding) the sale, lease, transfer or parting with
control of (except to a subsidiary all the capital stock
of which, except shares necessary to qualify directors, is
owned by the Corporation) all or substantially all of its
property or business, unless the Cumulative Preferred
Stock is fully redeemed and retired in connection
therewith; or (vi) a merger or consolidation of the
Corporation with any other corporation, unless the company
resulting from such merger or consolidation will have
after such merger or consolidation no class of stock,
either authorized or outstanding, ranking prior to or on a
parity with the Cumulative Preferred Stock, except the
same number of shares of stock with the same rights and
preferences as the stock of the Corporation authorized or
outstanding immediately preceding such merger or
consolidation, or unless the Cumulative Preferred Stock is
fully redeemed and retired in connection therewith; or
(vii) the authorization or issuance by any subsidiary of
any class of stock ranking prior to its Common Stock,
provided, however, that this provision shall not prevent
the authorization by the subsidiary of any such class of
stock for issuance to, and the issuance or sale thereof
to, the Corporation, but in such event, the Corporation
shall not, without like consent sell or dispose of such
stock ranking prior to the Common Stock of said subsidiary
unless prior thereto or at the same time all stock of such
subsidiary owned directly or indirectly by the Corporation
is sold or disposed of; or (viii) the giving by the
Corporation or any subsidiary of any guarantee or similar
obligation for the payment of any stock or dividend of any
other Corporation or person or persons.
(10) Wherever used in this Article and in any resolution
adopted by the Board of Directors providing for the issue
of any particular series of Cumulative Preferred Stock as
herein authorized, the following terms shall have the
meanings set forth below.
The term 'junior stock' means any stock of the Corporation
over which the Cumulative Preferred Stock has preference
or priority in the payment of dividends or in the
distribution of assets on any liquidation, dissolution or
winding up of the Corporation.
The term 'accrued dividends', when used with reference to
any shares of Cumulative Preferred Stock of any series,
means an amount computed at the annual dividend rate for
the particular series determined by the Board of Directors
as herein authorized, from the date or dates on which the
dividends on such shares become cumulative to the date to
which dividends are stated to be accrued less the
aggregate of the dividends are stated to be accrued less
the aggregate of the dividends theretofore and on such
date paid thereon.
The term 'subsidiary' means a corporation at least fifty-
one (51%) percent of the capital stock of which having
voting power for the election of directors (either at all
times or so long as no senior stock has voting power for
the election of directors because of defaulted dividends)
is at the time in question owned or controlled by the
Corporation, directly or indirectly, through one or more
subsidiaries.
The term 'funded debt' means any indebtedness maturing by
its terms more than twelve months from the date of the
original creation thereof, or any indebtedness extendable
or renewable at the option of the obligor to a date more
than twelve months from the date of the original creation
thereof and shall include all such indebtedness issued,
assumed or guaranteed by the Corporation or any
subsidiary. Without in anyway intending to enlarge or
otherwise modify the meaning of the term 'funded debt' as
herein defined, the same shall not be deemed to include or
apply to any leases or any contract obligation (except for
money borrowed) entered into or incurred by the
Corporation or any subsidiary.
The term 'consolidated net tangible assets' means the book
amount of all assets of the Corporation and its
subsidiaries, other than such intangible assets as
goodwill, trademarks, brands, trade names and patents, as
shown by the Consolidated Balance Sheet, prepared in
accordance with generally accepted accounting practice, as
of a date not more than four months prior to the date of
the proposed transaction in connection with which
computation is made, less (a) all liabilities, other than
(i) funded indebtedness, (ii) capital stock and (iii)
surplus, reflected on such balance sheet (b) all reserves,
other than reserves which, in effect, are appropriations
of earned surplus, reflected on such Balance sheet and (c)
appropriate adjustments on account of the minority
interest, if any of other persons holding stock in any
subsidiaries of the Corporation.
The term 'consolidated net earnings' means the
consolidated net earnings of the Corporation and its
subsidiaries determined in accordance with generally
accepted accounting practice.
The certificate of any firm of independent accountants of
recognized standing, selected by the Board of Directors,
shall be conclusive evidence of the amount of consolidated
net tangible assets and of consolidated net earnings.
(11) No holder of any stock of the Corporation of any class
shall have any preemptive or other right to purchase,
subscribe for, or take any part of the authorized but
unissued shares of stock of the Corporation or any
additional shares of stock of any class whether now or
hereafter authorized and whether issued for cash, property
or services, as a dividend or otherwise or any bonds,
certificates of indebtedness, debentures or other
securities convertible into shares of stock of any class
or classes, or obligations, stock or other securities
carrying warrants or rights to subscribe to stock of the
Corporation of any class or classes (whether now or
hereafter authorized). Any such unissued or additional
shares, bonds, certificates of indebtedness, debentures,
obligations or other securities, whether or not
convertible into stock or carrying warrants entitling the
holders thereof to subscribe to stock, may, at any time
and from time to time be issued, sold or disposed of by
the Corporation pursuant to resolution of its Board of
Directors to such persons, firms, corporations or
associations and upon such terms and conditions as may, to
such Board, seem proper and advisable in its absolute and
uncontrolled discretion, without first offering any part
thereof to any holders of stock of the Corporation of any
class.
(12) The Board of Directors shall have the power to, and may in
its discretion, issue from time to time scrip for
fractional shares of stock, in such form, bearer or
registered, as the Board of Directors may from time to
time prescribe prior to the issue thereof, and such scrip
shall not confer upon the holder any right to vote or to
receive dividends or any other right of stockholder of the
Corporation, but the Corporation shall from time to time,
within such as the Board of Directors may determine, issue
one whole share of stock upon the surrender of scrip for
fractional shares representing in the aggregate one whole
share, properly endorsed, if in registered form.
FIFTH: The amount of capital with which this corporation will commence
business is Ten (10) shares of Common Stock which shares are
without nominal or par value.
SIXTH: The names and places of residence of the subscribers to the
capital stock and the number of shares subscribed for by each
are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE NO. OF SHARES
Common
<S> <C> <C>
A.V. Lane Wilmington, Delaware 8
C.S. Peabbles Wilmington, Delaware 1
L.E. Gray Wilmington, Delaware 1
</TABLE>
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the shareholders shall not be subject
to the payment of corporate debts to any extent whatever.
NINTH: In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
To make and alter the by-laws of this corporation, to fix the
amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this
corporation.
From time to time to determine whether and to what extent, and
at what times and places, and under what conditions and
regulations, the accounts and books of this corporation (other
than the stock ledger), or any of them, shall be open to
inspection of stockholders; and no stockholder shall have any
right of inspecting any account, book or document of this
corporation except as conferred by statute, unless authorized
by a resolution of the stockholders or directors.
By resolution or resolutions, passed by a majority of the whole
Board to designate one or more Committees, each committee to
consist of two or more of the directors of the corporation,
which, to the extent provided in said resolution or resolutions
or in the by-laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the management
of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to
all papers which may require it. Such committee or committees
shall have such name or names as may be stated in the by-laws
of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
Pursuant to the affirmative vote of the holders of at least a
majority of the stock issued and outstanding, having voting
power, given at a stockholders' meeting duly called for that
purpose, or when authorized by the written consent of the
holders of a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the
property and assets of this corporation, including its good
will and its corporate franchises, upon such terms and
conditions as its board of directors deems expedient and for
the best interests of the corporation.
This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing, and in addition to the
powers and authorities expressly conferred upon them by the
statute.
Both stockholders and directors shall have power, if the by-
laws so provide, to hold their meetings, and to have one or
more offices within or without the State of Delaware, and to
keep the books of this corporation (subject to the provisions
of the statutes), outside of the State of Delaware at such
places as may be from time to time designated by the board of
directors.
TENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ELEVENTH: No contract or other transaction entered into by the
corporation shall be affected by the fact that any of the
directors of the corporation in any way is interested in, or
connected with, any party to such contract or transaction, or
himself is a party to such contract or transaction provided
that such contract or transaction shall be approved by a
majority of the directors present at the meeting of the board
or of the committee authorizing or confirming such contract or
transaction; and any director of this corporation who is so
interested in or connected with any party to such contract or
transaction, or himself is a party to such contract or
transaction, may be counted in determining the presence of a
quorum and/or majority at such meeting of the board or of such
committee and may vote there- at to authorize and/or confirm
any such contract and/or transaction with like force and effect
as if he were not so interested and/or connected and/or such a
party. Any contract, transaction or act of the corporation or
of the Board of Directors or any committee, which shall be
ratified by a majority of a quorum of the stockholders at any
annual meeting, or at any special meeting called for such
purpose, shall be as valid and as binding as though ratified by
every stockholder of the corporation.
WE, THE UNDERSIGNED, being each of the original subscribers
to the capital stock hereinbefore named for the purpose of
forming a corporation to do business both within and without
the State of Delaware, and in pursuance of the General
Corporation Law of the State of Delaware, being Chapter 65 of
the Revised Code of Delaware, and the acts amendatory thereof
and supplemental thereto, do make and file this certificate,
hereby declaring and certifying that the facts herein stated
are true, and do respectively agree to take the number of
shares of stock hereinbefore set forth, and accordingly have
hereunto set our hands and seals this 13th, day of March, A.D.
1929.
In presence of
/S/ Herbert E. Latter
/S/ A.V. Lane
/S/ C.S. Peabbles
/S/ L.E. Gray
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED, That on this 13th day of March, A.D. 1929,
personally came before me Herbert E. Latter, a Notary Public for the State
of Delaware, A.V. Lane, C.S. Peabbles and L. E. Gray, parties to the
foregoing certificate of incorporation, known to me personally to be such,
and severely acknowledged the said certificate to be the act and deed of
the signers respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/S/ Herbert E. Latter
Notary Public.
EDISON BROTHERS STORES, INC.
CERTIFICATE, PURSUANT TO SECTION 13 OF THE DELAWARE CORPORATION LAW,
SETTING FORTH RESOLUTION OF BOARD OF DIRECTORS PROVIDING FOR INCREASE OF
THE NUMBER OF SHARES ASSIGNED TO THE SERIES OF CUMULATIVE PREFERRED STOCK
DESIGNATED "4 1/4% CUMULATIVE PREFERRED STOCK"
EDISON BROTHERS STORES, INC., a Corporation organized and existing under
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: The Certificate of Amendment of Certificate of Incorporation of
the above Corporation, dated January 23, 1946, duly filed in
the office of the Secretary of State of Delaware on January 26,
1946, and duly recorded in the office of the Recorder of New
Castle County on January 26, 1946, provides that the Cumulative
Preferred Stock, therein authorized and described, of said
corporation may be issued from time to time in one or more
series as determined from time to time by the Board of
Directors and stated in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors,
each series to be appropriately designated prior to the issue
of any shares thereof, by some distinguishing number, letter or
title. The said Certificate further provides that all shares
of Cumulative Preferred Stock shall have the same rights,
privileges and preferences and shall be subject to the same
restrictions or qualifications, without distinction between the
shares of different series thereof, except only in regard to
the following particulars, which may be different in the
different series: (a) The rate of dividends, and the dates
from which such dividends shall become cumulative; (b) The
amount payable upon and the terms for the terms for the
redemption thereof; (c) The amount payable upon liquidation
(voluntary or involuntary), dissolution or winding up of the
corporation; (d) The provisions of the sinking fund, if any;
(e) The terms and rates of conversion and/or exchange, if
convertible and/or exchangeable; (f) The provisions of the
rights or options, if any, to purchase any shares of capital
stock of any class or classes of the Corporation; and (g) The
provision, if any as to payments or refund of taxes. The said
Certificate further provides that the Board of Directors may
from time to time increase the number of shares of any series
of Cumulative Preferred Stock already created by providing that
any unissued shares of Cumulative Preferred Stock shall
constitute part of such series.
SECOND: That, pursuant to the authority expressly vested in it by the
provisions of the Certificate of Incorporation of the above
Corporation, as amended, the Board of Directors of said
Corporation, at a meeting duly convened and held on January 10,
1947, duly adopted the following resolution:
RESOLVED That
The number of shares of the series of Cumulative Preferred
Stock designated "4 1/4 % Cumulative Preferred Stock" created
by the resolutions of the Board of Directors set forth in the
Certificate pursuant to Section 13 of the Delaware Corporation
Law duly filed in the office of the Secretary of State of
Delaware on July 5, 1945, and duly recorded in the office of
the Recorder of New Castle County on July 5, 1945, to wit,
50,000, is hereby increased by 15,000.
FURTHER RESOLVED That
15,000 shares of the authorized but unissued shares of
Cumulative Preferred Stock of the Corporation are hereby
classified and assigned to the series of Cumulative Preferred
Stock designated "4 1/4 % Cumulative Preferred Stock" and shall
constitute part of such series.
FURTHER RESOLVED, That
The proper officers of this Corporation are hereby authorized
and directed, at such time as they may determine, to execute
and cause to be filed and recorded, in manner provided by law,
the necessary certificate pursuant to the provisions of Section
13 of the General Corporation Law of the State of Delaware.
THIRD: The additional number of shares of 4 1/4% Cumulative Preferred
Stock authorized by the foregoing resolution is Fifteen
Thousand (15,000), making together with the number of shares of
4 1/4% Cumulative Preferred Stock heretofore authorized, a total
of 65,000 shares of authorized 4 1/4% Cumulative Preferred
Stock.
FOURTH: The foregoing resolution, together with the resolution of the
Board of Directors creating the series of "4 1/4% Cumulative
Preferred Stock" set forth in the Certificate pursuant to
Section 13 of the Delaware Corporation Law, duly filed in the
office of the Secretary of State of Delaware on July 5, 1945,
and duly recorded in the office of the Recorder of New Castle
County on July 5, 1945, and the provisions of the Certificate
of Incorporation, as amended, relating to the Cumulative
Preferred Stock, fully sets forth, describes, expresses and
determines the designation, voting powers, preferences and
relative, participating, optional and other rights, of the
4 1/4% Cumulative Preferred Stock and the qualifications,
limitations and restrictions thereof.
IN WITNESS WHEREOF said EDISON BROTHERS STORES, INC. has
caused its corporate seal to be affixed and this certificate to
be signed by Harry Edison, its President, and Irving Edison,
its Acting Secretary, this 10 day of January 1947.
EDISON BROTHERS STORES, INC.
By /S/ Harry Edison
President.
ATTEST:
/S/ Irving Edison
Acting Secretary
STATE OF MISSOURI )
: ss
CITY OF ST. LOUIS )
BE IT REMEMBERED that on this 10 day of January, 1947, personally came
before me, J.C. Kemp a Notary Public in and for the City and State
aforesaid, Harry Edison, President of EDISON BROTHERS STORES, INC., a
corporation of the State of Delaware, the corporation described in and
which executed the foregoing certificate known to me personally to be such,
and he the said Harry Edison, as such President, duly executed said
certificate before me and acknowledged the said certificate to be his act
and deed and the act and deed of said corporation; that the signatures of
the President and of the Acting Secretary of said corporation to said
foregoing certificate are in the handwriting of the President and Acting
Secretary of said company respectively, and that the seal affixed to said
certificate is the common or corporate seal of said Corporation.
IN WITNESS THEREOF I have hereunto set my hand and seal of office the
day and year aforesaid.
/S/ J.C. Kemp
Notory Public
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, Secretary of State of the State of Delaware, do
hereby certify that the attached is a true and correct copy of Certificate
of Amendment filed in this office on December 22, 1964
/S/ Michael Harkins
Michael Harkins, Secretary of State
BY: /S/ H. Davis
DATE: November 20, 1985
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EDISON BROTHERS STORES, INC.
(Pursuant to Section 242 of Title 8, Chapter 1
of the Delaware Code)
EDISON BROTHERS STORES, INC. (hereinafter called the
"corporation"), a corporation organized and existing under and
by virtue of Title 8, Chapter of the Delaware Code, does hereby
certify as follows:
FIRST: That the following amendment of the Certificate of
Incorporation of the corporation has been duly adopted in
accordance with the provisions of Section 242 of Title 8,
Chapter 1 of the Delaware Code:
By striking out the first paragraph of Article numbered
"FOURTH" thereof in its entirety, and by substituting in lieu
thereof a new first paragraph of Article numbered "FOURTH" to
read as follows:
FOURTH: The total number of shares that may be issued by the
corporation is two million four hundred and sixty-five
thousand (2,465,000), of which sixty-five thousand
(65,000) shares of the par value of one hundred dollars
($100.) per share (amounting in the aggregate to six
million five hundred thousand dollars), shall be
Cumulative Preferred Stock, and two million four
hundred thousand (2,400,000) shares of the par value of
One Dollar ($1.) per share, (amounting in the aggregate
to two million four hundred thousand dollars) shall be
Common Stock."
SECOND: That the capital of the corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, the said EDISON BROTHERS STORES, INC.
has made under its corporate seal and signed by IRVING EDISON,
its President, and ERIC P. NEWMAN, its Secretary, the foregoing
certificate, and the said IRVING EDISON, as President, and the
said ERIC P. NEWMAN, as Secretary, have hereunto respectively
set their hands and caused the corporate seal of the said
corporation to be affixed this 21st day of December, 1964.
/S/ Irving Edison
President
/S/ Eric P. Newman
Secretary
STATE OF MISSOURI )
CITY OF ST. LOUIS )ss:
BE IT REMEMBERED, that on this 21st day of December, 1964, personally
came before me, ANN BARRETT, a Notary Public in and for the City and State
aforesaid, duly commissioned and sworn to take acknowledgement or proof of
deeds, Irving Edison, President of Edison Brothers Stores, Inc., a
corporation of the State of Delaware, the corporation described in the
foregoing Certificate, known to me personally to be such and he, the said
Irving Edison, as such President, duly executed said Certificate before me,
and acknowledged the said Certificate to be his act and deed and made on
behalf of said corporation; that the signatures of the said President and
of the Secretary of said corporation to said foregoing certificate are in
the handwriting of the said President and of the Secretary of said
corporation, respectively, and that the seal affixed to said Certificate is
the common or corporate seal of said corporation, and that his act of
sealing, executing, acknowledging and delivering the said Certificate was
duly authorized by the stockholders of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/S/ Ann Barrett
Notary Public
State
of
DELAWARE
Office of SECRETARY OF STATE
I, Michael Harkins, Secretary of State of the State of Delaware, do hereby
certify that the attached is a true and correct copy of Certificate of
Amendment filed in this office on April 23, 1968.
/S/ Michael Harkins
Michael Harkins, Secretary of State
BY: /S/ H. Davis
DATE: November 20, 1985
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EDISON BROTHERS STORES, INC.
(Pursuant to Section 242 of Title 8, Chapter 1
of the Delaware Code)
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
EDISON BROTHERS STORES, INC.
2. The certificate of incorporation of the corporation is hereby amended
by striking out the first paragraph of Article numbered "FOURTH"
thereof in its entirety, and by substituting in lieu thereof a new
first paragraph of Article number "FOURTH" to read as follows:
FOURTH: The total number of shares that may be issued by the
corporation is five million sixty-five thousand (5,065,000),
of which sixty-five thousand (65,000) shares of the par
value of one hundred dollars ($100) per share (amounting in
the aggregate to six million five hundred thousand dollars)
shall be Cumulative Preferred Stock, and five million
(5,000,000) shares of the par value of One Dollar ($1) per
share, (amounting in the aggregate to five million dollars)
shall be Common Stock."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
4. The capital of the corporation will not be reduced under or by reason
of said amendment.
IN WITNESS WHEREOF, the said EDISON BROTHERS STORES, INC. has
made under its corporate seal and signed by IRVING EDISON, its
President, and attested by ERIC P. NEWMAN, its Secretary, the
foregoing certificate, and the said IRVING EDISON, as President, and
the said ERIC P. NEWMAN, as Secretary, have hereunto respectively set
their hands and caused the corporate seal of the said corporation to
be affixed this 22nd day of April 1968.
/S/ Irving Edison
President
Attest:
/S/ Eric P. Newman
Secretary
CITY OF ST. LOUIS )
:ss:
STATE OF MISSOURI )
BE IT REMEMBERED that, on April 22, 1968, before me, a Notary Public,
duly authorized by law to take acknowledgement of deeds, personally came
IRVING EDISON, President of EDISON BROTHERS STORES, INC., who duly signed
the foregoing instrument before me and acknowledged that such signing is
his act and deed, that such instrument as executed is the act and deed of
said corporation, and that the facts stated therein are true.
GIVEN under my hand on April 22, 1968.
/S/ Ann Barrett
Notary Public
State
of
DELAWARE
Office of SECRETARY OF STATE
I, Michael Harkins, Secretary of State of the State of Delaware, do hereby
certify that the attached is a true and correct copy of Certificate of
Amendment filed in this office on January 24, 1978.
/S/ Michael Harkins
Michael Harkins, Secretary of State
BY: /S/ H. Davis
DATE: November 20, 1985
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
EDISON BROTHERS STORES, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Edison Brothers
Stores, Inc., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and
calling a meeting of the shareholders of said corporation for
consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by striking out the first paragraph of
the Article numbered "FOURTH" thereof in its entirety, and by
substituting in lieu thereof a new first paragraph of the
Article numbered "FOURTH" to read as follows:
"FOURTH: The total number of shares that may be issued by the
Corporation is thirty million sixty-five thousand
(30,065,000), of which sixty-five thousand (65,000)
shares of the par value of one hundred dollars
($100.) per share (amounting in the aggregate to six
million five hundred thousand dollars), shall be
Cumulative Preferred Stock, and thirty million
(30,000,000) shares of the par value of One Dollar
($1) per share, (amounting in the aggregate to
thirty million dollars) shall be Common Stock."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the shareholders of said
corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of
Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
FOURTH: That the capital of the corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said EDISON BROTHERS STORES, INC. has
caused this certificate to be signed by Bernard Edison, its
President, and attested by Eric P. Newman, its Secretary, this
23rd day of January, 1978.
EDISON BROTHERS STORES, INC.
BY: /S/ Bernard Edison
Bernard Edison, President
ATTEST:
By: /S/ Eric P. Newman
Eric P. Newman, Secretary
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF EDISON BROTHERS STORES, INC. FILED IN THIS OFFICE ON THE
EIGHTH DAY OF MAY, A.D. 1986, AT 9 0'CLOCK A.M.
/S/ Michael Harkins
Michael Harkins, Secretary of State
AUTHENTICATION: 0828384
DATE: 05/21/86
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
EDISON BROTHERS STORES, INC., a corporation organized and existing
under General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
1. That the Certificate of Incorporation of Edison Brothers
Stores, Inc. is hereby amended:
(a) By deleting the fourth subparagraph of Article NINTH which
reads as follows:
"Pursuant to the affirmative vote of the holders of at
least a majority of the stock issued and outstanding,
having voting power, given at a stockholders' meeting duly
called for that purpose, or when authorized by the written
consent of the holders of a majority of the voting stock
issued and outstanding, the Board of Directors shall have
power and authority at any meeting to sell, lease or
exchange all of the property and assets of this
corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of
directors deems expedient and for the best interests of
the corporation."
(b) By adding a new Article TWELFTH which reads as follows:
"TWELFTH:
Section 1. In addition to any affirmative vote required by law
or this Certificate of Incorporation, and except as otherwise
expressly provided in Section 2 of this Article Twelfth:
(a) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any
Interested Shareholder (as hereinafter defined) or (ii)
any other corporation (whether or not itself an Interested
Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder, of any assets of
the Corporation or any Subsidiary having aggregate Fair
Market Value of $10,000,000 or more; or
(c) any issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of
transactions) to any Interested Shareholder or any
Affiliate of any Interested Shareholder of any securities
of the Corporation or any Subsidiary having an aggregate
Fair Market Value of $10,000,000 or more (other than an
issuance or transfer of securities which is effected on a
pro rata basis to all shareholders of the Corporation);
(d) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf
of an Interested Shareholder or any Affiliate of any
Interested Shareholder; or
(e) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or
any merger or consolidation of the Corporation with any of
its Subsidiaries or any other transaction (whether or not
with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly,
of increasing the proportionate share of the outstanding
shares of any class of Equity Security (as hereinafter
defined) of the Corporation or any Subsidiary which is
directly or indirectly owned by any Interested Shareholder
or any Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding
shares of stock of the Corporation entitled to vote
generally in the election of directors (the "Voting
Stock"), voting together as a single class. Such
affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement
with any national securities exchange or otherwise.
The term "Business Combination" as used in this Article
Twelfth shall mean any transaction which is referred to in
any one or more of clauses (a) through (e) of the
immediately preceding paragraph.
Section 2. The provisions of Section 1 of this Article
Twelfth shall not be applicable to any particular Business
Combination, and such Business Combination shall require
only such affirmative vote as is required by law and any
other provision of this Certificate of Incorporation, if
all of the conditions specified in either of the following
paragraphs A and B are met:
A. The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter
defined).
B. All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the
date of the consummation of the Business
Combination of consideration other than cash to be
received per share by holders of Common Stock in
such Business Combination shall be at least equal
to the higher of the following:
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of Common Stock acquired
by it (1) within the two year period immediately
prior to the first public announcement of the terms
of the proposed Business Combination (the
"Announcement Date") or (2) in the transaction in
which it became an Interested Shareholder, whichever
is higher; and
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (such latter
date is referred to in this Article Twelfth as the
"Determination Date"), whichever is higher.
(ii) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of
the Business Combination of consideration other
than cash to be received per share by holders of
shares of any class of outstanding Voting Stock
other than Common Stock shall be at least equal to
the highest of the following (it being intended
that the requirements of this subparagraph (ii)
shall be required to be met with respect to every
such class of outstanding Voting Stock, whether or
not the Interested Shareholder has previously
acquired any shares of a particular class of
Voting Stock):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class of Voting
Stock acquired by it (1) within the two-year period
immediately prior to the Announcement Date or (2) in
the transaction in which it became an Interested
Shareholder, whichever is higher;
(b) (if applicable) the highest preferential amount per
share to which the holders of shares of such class of
Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation; and
(c) the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the
Determination Date, which ever is higher.
(iii) The consideration to be received by holders of a
particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in
the same form as the Interested Shareholder has
previously paid for shares of such class of
Voting Stock. If the Interested Shareholder has
paid for shares of any class of Voting Stock with
varying forms of consideration, the form of
consideration for such class of Voting Stock
shall be either cash or the form used to acquire
the largest number of shares of such class of
Voting Stock previously acquired by it. The
price determined in accordance with subparagraphs
B(i) and B(ii) of this Section 2 shall be subject
to appropriate adjustment for any dividend or
distribution in shares of such stock or any stock
split or reclassification of outstanding shares
of such stock into a greater number of shares of
such stock or any combination or reclassification
of outstanding shares of such stock into a
smaller number of shares of such stock.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the
consummation of such Business Combination: (a)
except as approved by a majority of Disinterested
Directors, there shall have been no failure to
declare and pay at the regular date therefor any
full quarterly dividends (whether or not
cumulative) on any outstanding stock having
preference over the Common Stock as to dividends
or upon liquidation; (b) there shall have been (1)
no reduction in the annual rate of dividends paid
on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock),
except as approved by a majority of the
Disinterested Directors, and (2) an increase in
such annual rate of dividends as necessary to
reflect any reclassification (including any
reverse stock split), recapitalization,
reorganization or any similar transaction which
has the effect of reducing the number of
outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is
approved by a majority of the Disinterested
Directors; and (c) such Interested Shareholder
shall have not become the beneficial owner of any
additional shares of Voting Stock except as part
of the transaction which results in such
Interested Shareholder becoming an Interested
Shareholder.
(v) After such Interested Shareholder has become an
Interested Shareholder, such Interested
Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as
a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance
or any tax credits or other tax advantages
provided by the Corporation, whether in
anticipation of or in connection with such
Business Combination or otherwise.
(vi) A proxy or information statement describing the
proposed Business Combination and complying with
the requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (or
any subsequent provisions replacing such Act,
rules or regulations) shall be mailed to public
stockholders of the Corporation at least 30 days
prior to the consummation of such Business
Combination (whether or not such proxy or
information statement is required to be mailed
pursuant to such Act or subsequent provisions).
Section 3. For the purposes of this Article Twelfth:
A. A "person" shall mean any individual, firm, corporation or
other entity.
B. "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
20% or more of the voting power of the outstanding
Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the
date in question was the beneficial owner, directly or
indirectly, of 20% or more of the voting power of the
then outstanding Voting Stock; or
(iii)is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question
beneficially owned by any Interested Shareholder, if such
assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (b) the right to vote
pursuant to any agreement, arrangement or
understanding; or
(iii)which are beneficially owned, directly or indirectly,
by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting
or disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this
Section 3, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through
application of paragraph C of this Section 3 but shall not
include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E. "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of
1934, as in effect on January 1, 1986.
F. "Subsidiary" means any corporation of which a majority of
any class of Equity Security is owned, directly or
indirectly, by the Corporation; provided, however, that for
the purposes of the definition of Interested Shareholder set
forth in paragraph B of this Section 3, the term
"Subsidiary" shall mean only a corporation of which a
majority of each class of Equity Security is owned, directly
or indirectly, by the Corporation.
G. "Disinterest Director" means (i) any director who was a
member of the Board of Directors on March 6, 1985, (ii) any
director who is not an Affiliate or Associate of the
Interested Shareholder and was a member of the Board of
Directors prior to the time that the Interested Shareholder
became an Interested Shareholder, and (iii) any director who
was elected, or recommended for election by the
shareholders, by a majority of Disinterested Directors then
on the Board of Directors.
H. "Fair Market Value" means: (i) in the case of stock, the
highest closing sale price during the 30-day period
immediately preceding the date in question of a share of
such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to
a share of such stock during the 30-day period preceding the
date in question on the National Association of Securities
Dealers, Inc. Automated Quotations Systems or any system
then in use, or, if no such quotations are available, the
fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the
Disinterested Directors, in each case, with respect to any
class of stock, appropriately adjusted for any dividend or
distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a
greater number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a
smaller number of shares of such stock; and (ii) in the case
of property other than cash or stock, the fair market value
of such property on the date in question as determined in
good faith by a majority of the Disinterested Directors.
I. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than
cash to be received" as used in subparagraphs (i) and (ii)
of paragraph B of Section 2 of this Article Twelfth shall
include the shares of Common Stock and/or the shares of any
other class of outstanding Voting Stock retained by the
holders of such shares.
J. "Equity Security" shall have the meaning ascribed to such
term in section 3(a)(11) of the Securities Exchange Act of
1934, as in effect on January 1, 1986.
Section 4. A majority of the Disinterested Directors of the
Corporation shall have the power and duty to determine for the
purposes of this Article Twelfth on the basis of information known to
them after reasonable inquiry, (A) whether a person is an Interested
Shareholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate
of another and (D) whether the assets which are the subject of any
Business Combination, or the securities to be issued or transferred by
the Corporation or any Subsidiary in any Business Combination, have an
aggregate Fair Market Value of $10,000,000 or more.
Section 5. Nothing contained in this Article Twelfth shall be
construed to relieve any Interested Shareholder from any fiduciary
obligation imposed by law.
Section 6. Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by
law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the holders of 80% or more of
the outstanding Voting Stock, voting together as a single class, shall
be required to amend or repeal or adopt any provisions inconsistent
with this Article Twelfth or any provision hereof."
(c) By adding a new Article THIRTEENTH which reads as follows:
"THIRTEENTH: Any action required or permitted to be taken by
the stockholders of the Corporation must be
effected at a duly called annual or special
meeting of such holders and may not be effected by
any consent in writing by such holders. Except as
otherwise required by law and subject to the
rights of the holders of any class or series of
stock having a preference over the Common Stock as
to dividends or upon liquidation, special meetings
of stockholders of the Corporation may be called
only by the Chairman of the Board, the President,
or the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of
Directors."
2. That said amendments have been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, EDISON BROTHERS STORES, INC. has caused
this certificate to be signed by Bernard Edison, its President,
and attested by Eric P. Newman, its Secretary, this 30th day of
April, 1986.
EDISON BROTHERS STORES, INC.
By /S/ Bernard Edison
Bernard Edison, President
ATTEST:
By: /S/ Eric P. Newman
Eric P. Newman, Secretary
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF EDISON BROTHERS STORES, INC. FILED IN THIS OFFICE ON THE
THIRTIETH DAY OF APRIL, A.D. 1987, AT 9 O'CLOCK A.M.
/S/ Michael Harkins
Michael Harkins, Secretary of State
AUTHENTICATION: 1219751
DATE: 05/01/1987
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
EDISON BROTHERS STORES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
1. That the Certificate of Incorporation of Edison Brothers Stores,
Inc. is hereby amended by adding a new Article FOURTEENTH which reads as
follows:
"FOURTEENTH: No director shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that nothing in this Article Fourteenth shall
eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit. This Article Fourteenth shall not eliminate or limit the
liability of a director for any act or omission occurring prior to the
date when this Article Fourteenth becomes effective."
2. That said amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, EDISON BROTHERS STORES, INC. has caused this
certificate to be signed by Martin K. Sneider, its President, and attested
by Alan A. Sachs, its Secretary, this 28th day of April, 1987.
EDISON BROTHERS STORES, INC.
By /s/ Martin K. Sneider
Martin K. Sneider, President
ATTEST:
By: /S/ Alan A. Sachs
Alan A. Sachs, Secretary
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF EDISON BROTHERS STORES, INC. FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF JUNE, A.D. 1990, AT 4:30 O'CLOCK P.M.
/S/ Michael Harkins
Michael Harkins, Secretary of State
AUTHENTICATION: 2735991
DATE: 07/23/1990
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
EDISON BROTHERS STORES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
1. That the Certificate of Incorporation of Edison Brothers Stores,
Inc. is hereby amended by striking out the first paragraph of Article
"FOURTH" and substituting in lieu thereof a new first paragraph which reads
as follows:
"FOURTH: The total number of shares that may be issued by the
Corporation is one hundred million sixty-five thousand (100,065,000),
of which sixty-five thousand (65,000) shares of the par value of one
hundred dollars ($100) per share shall be Cumulative Preferred Stock,
and one hundred million (100,000,000) shares of the par value of One
Dollar ($1) per share shall be Common Stock."
2. That said amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, EDISON BROTHERS STORES, INC. has caused this
certificate to be signed by Martin K. Sneider, its President, and attested
by Alan A. Sachs, its Secretary, this 13th day of June, 1990.
EDISON BROTHERS STORES, INC.
By: /S/ Martin K. Snedier
Martin K. Sneider, President
ATTEST:
By: /S/ Alan A. Sachs
Alan A. Sachs, Secretary
RESOLVED, that Article "FOURTH" of the Certificate of Incorporation of
this Corporation be amended to read in its entirety as follows:
"FOURTH: The total number of shares that may be issued by the
Corporation is one hundred ten million (110,000,000), of which ten million
(10,000,000) shares without any par value shall be Preferred Stock, and one
hundred million (100,000,000) shares of the par value of one dollar ($1)
per share shall be Common Stock.
The designations, voting powers, preferences and rights of the above
classes of stock are as follows:
1. Subject to the laws of the State of Delaware and to the
limitations set forth below, authority is hereby vested in the Board of
Directors of the Corporation to issue said ten million (10,000,000) shares
of Preferred Stock from time to time in one or more series, with such
designations, voting powers, preferences, and relative, participating,
optional and other rights, and such qualifications, limitations or
restrictions thereof, as shall be stated in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of Directors.
Without limiting the generality of the foregoing, in the resolution or
resolutions providing for the issuance of each particular series of
Preferred Stock, the Board of Directors is expressly authorized:
(a) to fix the distinctive serial designation of the shares of any
such series;
(b) to fix the consideration for which the shares of any such
series are to be issued;
(c) to fix the rate per annum, if any, at which the holders of the
shares of any such series shall be entitled to receive
dividends, the dates on which such dividends shall be payable,
whether the dividends shall be cumulative or noncumulative,
and if cumulative, the date or dates from which such dividends
shall be cumulative;
(d) to fix the price or prices at which, the times during which,
and the other terms, if any, upon which the shares of any such
series may be redeemed;
(e) to fix the rights, if any, which the holders of shares of any
such series shall have in the event if dissolutions or upon
distribution of the assets of the Corporation;
(f) to determine whether the shares if any such series shall be
made convertible into or exchangeable for other securities of
the Corporation, including shares of the Common Stock of the
Corporation or shares of any other series of the Preferred
Stock of the Corporation, now or hereafter authorized, or any
new class of stock of the Corporation hereafter authorized,
the price or prices or the rate or rates at which such
conversion or exchange may be made, and the terms and
conditions upon which any such conversion right or exchange
right may be exercised;
(g) to determine whether a sinking fund shall be provided for the
purchase or redemption of shares of such series and, if so, to
fix the terms and amount of such sinking fund;
(h) to determine whether the shares of any such series shall have
voting rights, and, if so, to fix the voting rights of the
shares of such series, provided, however, that the holders of
shares of Preferred Stock shall not be entitled to more than
one vote per share when voting as a class with the holders of
shares of Common Stock; and
(i) to fix such other preferences, rights, privileges and
restrictions applicable to any such series as may be permitted
by law.
2. Subject to the prior rights of the holders of any shares of
Preferred Stock, the holders of the Common Stock shall be entitled to
receive, to the extent permitted by law, such dividends as may be
declared from time to time by the Board of Directors."
<TABLE>
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS
EDISON BROTHERS STORES, INC.
AND SUBSIDIARIES
<CAPTION>
13 Weeks Ended 26 Weeks Ended
July 29, July 30,
July 29, 1994 July 29, 1994
1995 (restated) 1995 (restated)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Income (Loss) from continuing
operations $(25,750) $ 740 $(32,138) $ 2,686
Preferred stock dividends (1) (2) (8)
Net Income (Loss) applicable to
common stock $(25,750) $ 739 $(32,140) $ 2,678
SIMPLE AND PRIMARY
Weighted average shares
outstanding 22,074 21,998 22,051 21,993
Net effect of dilutive stock
options - based on the
treasury method 0 33 0 81
TOTAL 22,074 22,031 22,051 22,074
Per common share amounts:
Simple
Net Income (Loss) applicable
to common stock $ (1.17) $ .03 $ (1.46) $ .12
Per common share amounts:
Primary
Net Income (Loss) applicable
to common stock $ (1.17) $ .03 $ (1.46) $ .12
FULLY DILUTED
Weighted average shares
outstanding 22,074 21,998 22,051 21,993
Net effect of dilutive stock
options - based on the
treasury method 38 45 27 91
TOTAL 22,112 22,043 22,078 22,084
Per common share amounts:
Fully diluted
Net Income (Loss) applicable
to common stock $ (1.16) $ .03 $ (1.46) $ .12
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheet as of July 29, 1995 and the condensed
consolidated statement of income for the 26 weeks ended July 29, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000031575
<NAME> EDISON BROTHERS STORES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-END> JUL-29-1995
<CASH> 49,700
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 369,200
<CURRENT-ASSETS> 466,100
<PP&E> 558,900
<DEPRECIATION> 271,100
<TOTAL-ASSETS> 922,700
<CURRENT-LIABILITIES> 536,200
<BONDS> 0
<COMMON> 22,100
0
0
<OTHER-SE> 291,900
<TOTAL-LIABILITY-AND-EQUITY> 922,700
<SALES> 652,800
<TOTAL-REVENUES> 652,800
<CGS> 463,100
<TOTAL-COSTS> 207,200
<OTHER-EXPENSES> 20,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,800
<INCOME-PRETAX> (50,200)
<INCOME-TAX> (18,100)
<INCOME-CONTINUING> (32,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,100)
<EPS-PRIMARY> (1.46)
<EPS-DILUTED> (1.46)
</TABLE>
