Exhibit 3.1.2
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
FEDERATED DEPARTMENT STORES, INC.
The 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 Federated Department Stores,
Inc., on March 24, 2006, resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders 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 changing the Article thereof numbered “Fourth” so that, as amended,
said Article shall be and read as follows:
FOURTH. Section 1. Authorized Capital Stock. The
Company is authorized to issue two classes of capital stock, designated Common
Stock and Preferred Stock. The total number of shares of capital stock that
the Company is authorized to issue is 1,125,000,000 shares, consisting of
1,000,000,000 shares of Common Stock, par value $0.01 per share, and
125,000,000 shares of Preferred Stock, par value $0.01 per share
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting
of the stockholders of said corporation was duly called and held on May 19, 2006, 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 said corporation shall not be reduced under or by reason
of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 19 day of May
2006.
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FEDERATED DEPARTMENT STORES, INC. |
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/s/ Dennis J. Broderick
Dennis J. Broderick
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Senior Vice President, General Counsel and
Secretary |
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