<PAGE>
Exhibit 3.1
CERTIFICATE
OF INCORPORATION
OF
SPIEGEL CREDIT CORPORATION III
FIRST: The name of the corporation is SPIEGEL CREDIT CORPORATION III.
SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.
THIRD: The nature of the business and purposes to be conducted or
promoted by the corporation is to engage solely in the following activities:
(a) purchasing, owning, holding, selling, assigning, transferring,
pledging and otherwise dealing with (i) installment sales charge accounts
and receivables ("Receivables"), (ii) pass-through or asset backed
certificates evidencing interests in one or more trusts or pools of
Receivables and (iii) related insurance policies, letters of credit,
indentures, evidences of indebtedness and agreements including, without
limitation, notes, bonds, debentures and other instruments, and agreements
with originators or servicers of Receivables;
(b) acting as settlor, depositor or originator of trusts formed to
issue certificates, notes, bonds, debentures and other instruments, and
engage in related activities;
(c) investing and reinvesting in notes, bonds, debentures, investment
securities, certificates of deposit and other investments; and
(d) engaging in any activity and exercising any powers permitted to
corporations under the laws of the State of Delaware that are incident to
the foregoing and necessary or convenient to accomplish the foregoing.
The foregoing provisions of this Paragraph THIRD shall be construed as powers as
well as objects and purposes, and the matters expressed in each clause shall,
except as otherwise expressly provided, be in no way limited by reference to or
reference from the terms of any other clause, but shall be regarded as
independent objects, purposes and powers.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is One Thousand (1,000) shares, of
which One Thousand (1,000) shares of $1.00 par value shall be common stock.
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FIFTH: The name and mailing address of the incorporator are as follows:
-----
Name Mailing Address
---- ---------------
Jay A. Lipe Rooks, Pitts and Poust
Xerox Centre, Suite 1500
55 W. Monroe Street
Chicago, Illinois 60603
SIXTH:
----- The number of directors of the corporation shall be fixed by the
By-laws and may be increased or decreased from time to time in the manner
specified therein; provided, however, that the number of directors shall not be
less than three. In the event of any increase in the number of directors, the
additional directors may be elected as provided in the By-laws. Elections of
directors need not be by written ballot. Any director may be removed at any
time, either for or without cause, by the affirmative vote of a majority in
interest of the stockholders of record of the corporation entitled to vote,
given at a special meeting of such stockholders called for the purpose or as
otherwise provided by law. The board of directors shall have the power to make,
adopt, alter, amend and repeal from time to time the By-laws of the corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal By-laws made by the board of directors.
SEVENTH:
------- The corporation will conduct its affairs in the following manner:
(a) The corporation's assets will not be commingled with those of any
direct or ultimate parent of the corporation or any affiliate of the
corporation;
(b) The corporation will maintain separate corporate records and
books of account from those of any direct or ultimate parent of the
corporation or any affiliate of the corporation;
(c) At least one director of the corporation will not be an officer
or employee of the corporation, or a director, officer of employee of any
person owning beneficially, directly or indirectly, more than 10% of the
outstanding stock of the corporation, or a director, officer or employee of
any such owner's parent, subsidiaries or affiliates; and
(d) The corporation will conduct is business from an office separate
for that of any direct or ultimate parent of the corporation or any
affiliate of the corporation.
EIGHTH:
------ The corporation will not engage in any business or activity other
than in connection with the issuance of certificates, notes, bonds, debentures
and other instruments pursuant to a Pooling and Servicing Agreement by and among
the corporation, Spiegel, Inc. and/or First Consumers National Bank, and Harris
Trust and Savings Bank (the "Pooling and Servicing Agreement"), a Receivables
Purchase Agreement made by and among Spiegel Acceptance Corporation, First
Consumers National Bank and the corporation (the "Receivables Purchase
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Agreement"), and any related or incidental agreements, unless the corporation
receives written evidence from Moody's Investors Service, Inc. and Standard &
Poor's Corporation (or their respective successors) that any such business or
activity will not result in reduction or withdrawal of the existing ratings by
Moody's Investors Service, Inc. and Standard & Poor's Corporation (or their
respective successors) of the certificates, notes, bonds, debentures and other
instruments then outstanding.
The corporation will not create, incur, assume or suffer to exist any
indebtedness, whether current or funded, or any other liability except
indebtedness incurred pursuant to said Pooling and Servicing Agreement,
Receivables Purchase Agreement, and any related or incidental agreements, or
incidental and transactional costs relating thereto, unless the corporation
receives written evidence from Moody's Investors Service, Inc. and Standard &
Poor's Corporation (or their respective successors) that any such indebtedness
would not result in reduction or withdrawal of the existing ratings by Moody's
Investors Service, Inc. and Standard & Poor's Corporation (or their respective
successors) of the certificates, notes, bonds, debentures and other instruments
then outstanding.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by applicable law; provided, however, that
(i) any amendment, alteration, change or repeal to Paragraphs THIRD, SEVENTH,
EIGHTH, NINTH or TENTH of this Certificate of Incorporation may be effected only
upon the affirmative vote of a majority of the corporation's issued and
outstanding common stock and upon receipt by the corporation of a written
consent to such amendment, alteration, change or repeal from any person
requiring such consent pursuant to an agreement to which the corporation is a
party, including, without limitation, any trustee (each a "Trustee") from time
to time under any indenture, trust or pooling and servicing agreement (each an
"Agreement") entered into between the corporation and any such Trustee, as any
such Agreement may from time to time be amended or supplemented and still in
effect on the date of such amendment, alteration, change or repeal and (ii) the
corporation shall not amend, alter, change or repeal Paragraphs THIRD, SEVENTH,
EIGHTH, NINTH, or TENTH of this Certificate of Incorporation without the consent
of the holders of not less than 66 2/3% in principal amount of any outstanding
certificates, notes, bonds, debentures and other instruments of each series
issued pursuant to any such Agreement.
TENTH: Except by unanimous consent of the board of directors, the
corporation shall not file a voluntary petition in bankruptcy or otherwise seek
relief under Title 11 of the United States Code, or any successor statute
thereto, or under any similar applicable state law.
ELEVENTH: (a) No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
board of directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purposes,
if:
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(1) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the board
of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
TWELFTH: A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
Dated: September 12, 1994
/s/ Jay A. Lipe
-------------------------------------
Jay A. Lipe, Incorporator
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
SPIEGEL CREDIT CORPORATION III
It is hereby certified that:
1. The name of the of the corporation (hereinafter called the
"corporation") is
SPIEGEL CREDIT CORPORATION III
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
3. The registered agent of the corporation within the State of Delaware
is hereby changed to Corporation Service Company, the business office of which
is identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on November 5, 1997.
By:/s/ Deborah B. Divis
-------------------------------------
Assistant Secretary
Deborah B. Divis
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