Hills Stores Co/DE – ‘10-K405’ for 1/28/95 – EX-3.2

As of:  Friday, 4/14/95   ·   For:  1/28/95   ·   Accession #:  950135-95-953   ·   File #:  1-09505

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Hills Stores Company Form 10-K                        46    274K 
 2: EX-3.1      Amended & Restated Certificate of Incorporation        4     17K 
 3: EX-3.2      Amendment to Certificate of Incorporation              2±     9K 
 4: EX-10.12    Form of Employment Agreements                         13     55K 
 5: EX-10.13    Consulting Agreement                                   8     43K 
 6: EX-11.1     Computation of Earnings Per Share                      2     16K 
 7: EX-21       Subsidiaries                                           1      6K 
 8: EX-23       Consent of Coopers & Lybrand LLP                       1      7K 
 9: EX-24       Powers of Attorney                                     2±    11K 
10: EX-27       Financial Data Schedule                                1     10K 

EX-3.2   —   Amendment to Certificate of Incorporation

EX-3.2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

                                                             EXHIBIT 3.2

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HILLS STORES COMPANY

Hills Stores Company, a corporation organized and existing    
under and by virtue of the General Corporation Law of the State of Delaware     
(the "Corporation"), DOES HEREBY CERTIFY:                                       

FIRST:   That the Board of Directors of the Corporation adopted a resolution    
       recommending the adoption of an amendment to the Amended and Restated
       Certificate of Incorporation of the Corporation to provide that a new
      Article ELEVENTH be added to the Amended and Restated Certificate of
Amendment of the Corporation as follows:                      

             "ELEVENTH:  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 a consent in writing by any such holders;
               provided, however, that, if the Corporation does not purchase
                shares of Common Stock pursuant to a tender offer (the "Tender
                Offer") to purchase up to three million shares of Common Stock
        at $25 per share in cash (in accordance with the terms
            thereof) prior to March 31, 1995, (unless the Tender Offer
             is made, all conditions to the purchase of shares of Common
                Stock in the Tender Offer have been satisfied and no shares of
              Common Stock are tendered), then this Article ELEVENTH shall
              be subject to any provision to the contrary contained in the
by-laws of the Corporation."                  

SECOND:  That thereafter, pursuant to a resolution of its Board of Directors, a 
        special meeting of the stockholders of the 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 and the Amended and
        Restated Certificate of Incorporation of the Corporation were voted in
favor of the aforesaid amendment.                             

THIRD:   That the aforesaid amendment was duly adopted in accordance with the   
        applicable provisions of section 242 of the General Corporation Law of
the State of Delaware.                                        

IN WITNESS WHEREOF, said Hills Stores Company has caused this 
certificate to be signed by John G. Reen, its Executive Vice President - Chief  
Financial Officer, and attested by William K. Friend, its Vice President -      
Secretary, this 18th day of January 1995.                                       

ATTEST:                                        HILLS STORES COMPANY             

By: /s/ William K. Friend                      By: /s/ John G. Reen             
 -------------------------                      --------------------------
 Vice President -                               Executive Vice President -
Secretary                                      Chief Financial Officer  

1   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Filed on:		4/14/95
		3/31/95
For Period End:		1/28/95		10-K/A
				List all Filings