EXHIBIT 4.1


 


CERTIFICATE OF DESIGNATIONS


 


OF


 


SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


OF


 


THE NEIMAN MARCUS GROUP, INC.


 


(Pursuant to Section 151 of the


General Corporation Law of the State of
Delaware)


 


The Neiman Marcus Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the “Company”), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on October 6, 1999:


 


RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the “Board of Directors”
or the “Board”) in accordance with the provisions of the Company’s Restated
Certificate of Incorporation, as amended to date (hereinafter called the
“Certificate of Incorporation”), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the
Company and hereby adopts the resolution establishing the designation, number
of shares, preferences, voting powers and other rights, and the restrictions
and limitations thereof,  as follows:


 


Section 1.  Designation and
Amount.  The shares of such series shall
be designated as “Series A Junior Participating Preferred Stock” (the “Series A
Preferred Stock”) and the number of shares constituting the Series A Preferred
Stock shall be 100,000.  Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Series A
Preferred Stock.


 

















 


Section 2.  Dividends and
Distributions.


 


(A)                              Subject
to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock,
in preference to the holders of Class A Common Stock, par value $.01 per share,
of the Company (“Class A Common Stock”), Class B Common Stock, par value $.01
per share, of the Company (“Class B Common Stock”) and Class C Common Stock,
par value $.01 per share, of the Company (“Class C Common Stock” and, together
with the Class A Common Stock and Class B Common Stock, the “Common Stock”) and
of any other stock of the Company ranking junior to the Series A Preferred
Stock, and on a pari passu basis with the Series B Preferred Stock and the
Series C Preferred Stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for such
purpose, quarterly dividends payable in cash on the last day of March, June,
September and December in each year (each such date being referred to
herein as a “Dividend Payment Date”), commencing on the first Dividend Payment
Date after the first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Class A Common Stock, declared on the Class A Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock.  In
the event the Company shall at any time after October 18, 1999 declare or
pay any dividend on the Class A Common Stock payable in shares of Class A
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Class A Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Class A Common Stock) into a greater
or lesser number of shares of Class A Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Class A Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Class
A Common Stock that were outstanding immediately prior to such event.


 


(B)                                The Company shall
declare a dividend or distribution on the Series A Preferred Stock as provided
in paragraph (A) of this Section immediately after it declares a dividend
or distribution on the Class A Common Stock (other than a dividend payable in
shares of Class A Common Stock); provided, that, in the event no dividend or
distribution shall have been declared on the Class A Common Stock during the
period between any Dividend Payment Date and the next subsequent Dividend
Payment Date, a dividend of $1 per share on the Series A Prefer- red Stock
shall nevertheless be payable, when, as and if declared, on such subsequent
Dividend Payment Date.


 

















 


(C)                                Dividends
shall begin to accrue and be cumulative, whether or not earned or declared, on
outstanding shares of Series A Preferred Stock from the Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before
such Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


 


Section 3.  Voting
Rights.  The holders of shares of Series
A Preferred Stock shall have the following voting rights;


 


(A)                              Subject
to the provision for adjustment hereinafter set forth and except as otherwise
provided in the Certificate of Incorporation or required by law, each share of
Series A Preferred Stock shall entitle the holder thereof to a number of votes
equal to 1,000 times the number of votes which each share of Class A Common
Stock is entitled to vote, on all matters upon which the holders of the Class A
Common Stock of the Company are entitled to vote.  In the event the Company shall at any time after October 18,
1999 declare or pay any dividend on the Class A Common Stock payable in shares
of Class A Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Class A Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Class A Common Stock) into
a greater or lesser number of shares of Class A Common Stock, then in each such
case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Class A Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Class A Common Stock that
were outstanding immediately prior to such event.


 


(B)                                Except
as otherwise provided herein, in the Certificate of Incorporation or in any
other Certificate of Designations creating a series of Preferred Stock or any
similar stock, and except as otherwise required by law, the holders of shares
of Series A Preferred Stock and the holders of shares of Class A Common Stock
and any other capital stock of the Company having general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders
of the Company.


 

















 


(C)                                Except
as set forth herein, or as otherwise provided by law, holders of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Class A Common Stock as set forth herein) for taking any corporate action.


 


Section 4.  Certain
Restrictions.


 


(A)                              Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not earned
or declared, on shares of Series A Preferred Stock outstanding shall have been
paid in full, the Company shall not:


 


(i)                                     declare or pay
dividends, or make any other distributions, on any shares of stock ranking
junior (as to dividends) to the Series A Preferred Stock;


 


(ii)                                  declare or pay
dividends, or make any other distributions, on any shares of stock ranking on a
parity (as to dividends) with the Series A Preferred Stock, except dividends
paid ratably on the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;


 


(iii)                               redeem or purchase or
otherwise acquire for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock or rights, warrants
or options to acquire such junior stock;


 


(iv)                              redeem or purchase or
otherwise acquire for consideration any shares of Series A Preferred Stock, or
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.


 

















 


(B)           The Company shall
not permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.


 


Section 5.  Reacquired
Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof.


 


Section 6.  Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of
the Company, no distribution shall be made (A) to the holders of the Common
Stock or of shares of any other stock of the Company ranking junior, upon
liquidation, dissolution or winding up, to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $1,000 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not earned or declared, to the date of
such payment, provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount to be distributed per share to holders of shares of Class A
Common Stock, or (B) to the holders of shares of stock ranking on a parity upon
liquidation, dissolution or winding up with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.  In the event the Company shall at any time
after October 18, 1999 declare or pay any dividend on the Class A Common
Stock payable in shares of Class A Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Class A Common Stock
(by reclassification or otherwise than by payment of a dividend in shares of
Class A Common Stock) into a greater or lesser number of shares of Class A
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such
event under the proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Class A Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Class A Common
Stock that were outstanding immediately prior to such event.


 

















 


Section 7.  Consolidation,
Merger, etc.  In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Class A Common Stock are converted into, exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case each share of Series A Preferred Stock shall at the same time be
similarly converted into, exchanged for or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Class A Common Stock is converted, exchanged or converted.  In the event the Company shall at any time
after October 18, 1999 declare or pay any dividend on the Class A Common
Stock payable in shares of Class A Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Class
A Common Stock) into a greater or lesser number of shares of Class A Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Class A Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class A Common Stock that were outstanding immediately prior to such
event.


 


Section 8.  No Redemption.
The shares of Series A Preferred Stock shall not be redeemable from any holder.


 


Section 9.  Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Company, pari passu with the
Series B and the Series C Preferred Stock, junior to all other series of
Preferred Stock and senior to all classes of Common Stock.


 


Section 10. 
Amendment.  If any proposed
amendment to the Certificate of Incorporation (including this Certificate of
Designations) would alter, change or repeal any of the preferences, powers or
special rights given to the Series A Preferred Stock so as to affect the Series
A Preferred Stock adversely, then the holders of the Series A Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding shares of the Series A
Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
General Corporation Law of the State of Delaware.


 


Section 11.  Fractional
Shares.  The Series A Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Stock.


 

















 


IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Secretary this 15th day of October, 1999.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


CERTIFICATE OF DESIGNATIONS


 


OF


 


SERIES B JUNIOR PARTICIPATING PREFERRED STOCK


 


OF


 


THE NEIMAN MARCUS GROUP, INC.


 


 


(Pursuant to Section 151 of the


General Corporation Law of the State of
Delaware)


 


The Neiman Marcus Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the “Company”), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on October 6, 1999:


 


RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the “Board of Directors”
or the “Board”) in accordance with the provisions of the Company’s Restated
Certificate of Incorporation, as amended to date (hereinafter called the
“Certificate of Incorporation”), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the
Company and hereby adopts the resolution establishing the designation, number
of shares, preferences, voting powers and other rights, and the restrictions
and limitations thereof,  as follows:


 

















 


Section 1.  Designation and
Amount.  The shares of such series shall
be designated as “Series B Junior Participating Preferred Stock” (the “Series B
Preferred Stock”) and the number of shares constituting the Series B Preferred
Stock shall be 100,000.  Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series B
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding
securities issued by the Company convertible into Series B Preferred Stock.


 


Section 2.  Dividends and
Distributions.


 


(A)                              Subject to the rights of
the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series B Preferred Stock with respect
to dividends, the holders of shares of Series B Preferred Stock, in preference
to the holders of Class A Common Stock, par value $.01 per share, of the
Company (“Class A Common Stock”), Class B Common Stock, par value $.01 per
share, of the Company (“Class B Common Stock”) and Class C Common Stock, par
value $.01 per share, of the Company (“Class C Common Stock” and, together with
the Class A Common Stock and Class B Common Stock, the “Common Stock”) and of
any other stock of the Company ranking junior to the Series B Preferred Stock,
and on a pari passu basis with the Series C Preferred Stock and the Series A
Preferred Stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for such purpose, quarterly
dividends payable in cash on the last day of March, June, September and
December in each year (each such date being referred to herein as a
“Dividend Payment Date”), commencing on the first Dividend Payment Date after
the first issuance of a share or fraction of a share of Series B Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1 or (b) subject to the provision for adjustment hereinafter
set forth, 1,000 times the aggregate per share amount of all cash dividends,
and 1,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Class B Common Stock, declared on the Class B Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series B Preferred Stock.  In
the event the Company shall at any time after October 18, 1999 declare or
pay any dividend on the Class B Common Stock payable in shares of Class B
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Class B Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Class B Common Stock) into a greater
or lesser number of shares of Class B Common Stock, then in each such case the
amount to which holders of shares of Series B Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Class B Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Class
B Common Stock that were outstanding immediately prior to such event.


 

















 


(B)                                The
Company shall declare a dividend or distribution on the Series B Preferred
Stock as provided in paragraph (A) of this Section immediately after it
declares a dividend or distribution on the Class B Common Stock (other than a
dividend payable in shares of Class B Common Stock); provided, that, in the
event no dividend or distribution shall have been declared on the Class B
Common Stock during the period between any Dividend Payment Date and the next
subsequent Dividend Payment Date, a dividend of $1 per share on the Series B
Prefer- red Stock shall nevertheless be payable, when, as and if declared, on
such subsequent Dividend Payment Date.


 


(C)                                Dividends
shall begin to accrue and be cumulative, whether or not earned or declared, on
outstanding shares of Series B Preferred Stock from the Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series B Preferred Stock entitled to receive a quarterly dividend and before
such Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares
of Series B Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of Series B
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


 


Section 3.  Voting
Rights.  The holders of shares of Series
B Preferred Stock shall have the following voting rights;


 


(A)                              Subject to the provision
for adjustment hereinafter set forth and except as otherwise provided in the
Certificate of Incorporation or required by law, each share of Series B
Preferred Stock shall entitle the holder thereof to a number of votes equal to
1,000 times the number of votes which each share of Class B Common Stock is
entitled to vote, on all matters upon which the holders of the Class B Common
Stock of the Company are entitled to vote. 
In the event the Company shall at any time after October 18, 1999
declare or pay any dividend on the Class B Common Stock payable in shares of
Class B Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Class B Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Class B Common Stock) into
a greater or lesser number of shares of Class B Common Stock, then in each such
case the number of votes per share to which holders of shares of Series B
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Class B Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Class B Common Stock that
were outstanding immediately prior to such event.


 

















 


(B)                                Except
as otherwise provided herein, in the Certificate of Incorporation or in any
other Certificate of Designations creating a series of Preferred Stock or any
similar stock, and except as otherwise required by law, the holders of shares
of Series B Preferred Stock and the holders of shares of Class B Common Stock
and any other capital stock of the Company having general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders
of the Company.


 


(C)                                Except
as set forth herein, or as otherwise provided by law, holders of Series B
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Class B Common Stock as set forth herein) for taking any corporate action.


 


Section 4.  Certain
Restrictions.


 


(A)                              Whenever
quarterly dividends or other dividends or distributions payable on the Series B
Preferred Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not earned
or declared, on shares of Series B Preferred Stock outstanding shall have been
paid in full, the Company shall not:


 


(i)                                     declare or pay
dividends, or make any other distributions, on any shares of stock ranking
junior (as to dividends) to the Series B Preferred Stock;


 


(ii)                                  declare or pay
dividends, or make any other distributions, on any shares of stock ranking on a
parity (as to dividends) with the Series B Preferred Stock, except dividends
paid ratably on the Series B Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;


 


(iii)                               redeem or purchase or
otherwise acquire for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (as to dividends and upon dissolution, liquidation
or winding up) to the Series B Preferred Stock or rights, warrants or options
to acquire such junior stock;


 

















 


(iv)                              redeem or purchase or
otherwise acquire for consideration any shares of Series B Preferred Stock, or
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except in accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.


 


(B)           The Company shall
not permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.


 


Section 5.  Reacquired
Shares.  Any shares of Series B
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof.


 


Section 6.  Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of
the Company, no distribution shall be made (A) to the holders of the Common
Stock or of shares of any other stock of the Company ranking junior, upon
liquidation, dissolution or winding up, to the Series B Preferred Stock unless,
prior thereto, the holders of shares of Series B Preferred Stock shall have
received $1,000 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not earned or declared, to the date of
such payment, provided that the holders of shares of Series B Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount
to be distributed per share to holders of shares of Class B Common Stock, or
(B) to the holders of shares of stock ranking on a parity upon liquidation,
dissolution or winding up with the Series B Preferred Stock, except
distributions made ratably on the Series B Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up.  In the event the Company shall at any time
after October 18, 1999 declare or pay any dividend on the Class B Common
Stock payable in shares of Class B Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Class B Common Stock
(by reclassification or otherwise than by payment of a dividend in shares of
Class B Common Stock) into a greater or lesser number of shares of Class B
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such
event under the proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Class B Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Class B Common
Stock that were outstanding immediately prior to such event.


 

















 


Section 7.  Consolidation,
Merger, etc.  In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Class B Common Stock are converted into, exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case each share of Series B Preferred Stock shall at the same time be
similarly converted into, exchanged for or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Class B Common Stock is converted, exchanged or converted.  In the event the Company shall at any time
after October 18, 1999 declare or pay any dividend on the Class B Common
Stock payable in shares of Class B Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Class
B Common Stock) into a greater or lesser number of shares of Class B Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of shares of Series B
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Class B Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class B Common Stock that were outstanding immediately prior to such
event.


 


Section 8.  No Redemption.
The shares of Series B Preferred Stock shall not be redeemable from any holder.


 


Section 9.  Rank.  The Series B Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Company, pari passu with the
Series C and the Series A Preferred Stock, junior to all other series of
Preferred Stock and senior to all classes of Common Stock.


 


Section 10. 
Amendment.  If any proposed
amendment to the Certificate of Incorporation (including this Certificate of
Designations) would alter, change or repeal any of the preferences, powers or
special rights given to the Series B Preferred Stock so as to affect the Series
B Preferred Stock adversely, then the holders of the Series B Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding shares of the Series B
Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
General Corporation Law of the State of Delaware.


 

















 


Section 11.  Fractional
Shares.  The Series B Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Stock.


 


IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Secretary this 15th day of October, 1999.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


CERTIFICATE OF DESIGNATIONS


 


OF


 


SERIES C JUNIOR PARTICIPATING PREFERRED STOCK


 


OF


 


THE NEIMAN MARCUS GROUP, INC.


 


 


(Pursuant to Section 151 of the


General Corporation Law of the State of
Delaware)


 


 


The Neiman Marcus Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the “Company”), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on October 6, 1999:


 

















 


RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the “Board of Directors”
or the “Board”) in accordance with the provisions of the Company’s Restated
Certificate of Incorporation, as amended to date (hereinafter called the
“Certificate of Incorporation”), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the
Company and hereby adopts the resolution establishing the designation, number
of shares, preferences, voting powers and other rights, and the restrictions


and limitations thereof,  as
follows:


 


Section 1.  Designation and
Amount.  The shares of such series shall
be designated as “Series C Junior Participating Preferred Stock” (the “Series C
Preferred Stock”) and the number of shares constituting the Series C Preferred
Stock shall be 50,000.  Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series C
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Series C
Preferred Stock.


 


Section 2.  Dividends and
Distributions.


 


(A)                              Subject
to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series C Preferred Stock
with respect to dividends, the holders of shares of Series C Preferred Stock,
in preference to the holders of Class A Common Stock, par value $.01 per share,
of the Company (“Class A Common Stock”), Class B Common Stock, par value $.01
per share, of the Company (“Class B Common Stock”) and Class C Common Stock,
par value $.01 per share, of the Company (“Class C Common Stock” and, together
with the Class A Common Stock and Class B Common Stock, the “Common Stock”) and
of any other stock of the Company ranking junior to the Series C Preferred
Stock, and on a pari passu basis with the Series A Preferred Stock and the
Series B Preferred Stock, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for such purpose,
quarterly dividends payable in cash on the last day of March, June,
September and December in each year (each such date being referred to
herein as a “Dividend Payment Date”), commencing on the first Dividend Payment
Date after the first issuance of a share or fraction of a share of Series C
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Class C Common Stock, declared on the Class C Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series C Preferred Stock.  In
the event the Company shall at any time after October 18, 1999 declare or
pay any dividend on the Class C Common Stock payable in shares of Class C
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Class C Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Class C Common Stock) into a greater
or lesser number of shares of Class C Common Stock, then in each such case the
amount to which holders of shares of Series C Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Class C Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Class C
Common Stock that were outstanding immediately prior to such event.


 

















 


(B)                                The
Company shall declare a dividend or distribution on the Series C Preferred
Stock as provided in paragraph (A) of this Section immediately after it
declares a dividend or distribution on the Class C Common Stock (other than a
dividend payable in shares of Class C Common Stock); provided, that, in the
event no dividend or distribution shall have been declared on the Class C
Common Stock during the period between any Dividend Payment Date and the next
subsequent Dividend Payment Date, a dividend of $1 per share on the Series C
Prefer- red Stock shall nevertheless be payable, when, as and if declared, on such
subsequent Dividend Payment Date.


 


(C)                                Dividends
shall begin to accrue and be cumulative, whether or not earned or declared, on
outstanding shares of Series C Preferred Stock from the Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series C Preferred Stock entitled to receive a quarterly dividend and before
such Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares
of Series C Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of Series C Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.


 


Section 3.  Voting
Rights.  The holders of shares of Series
C Preferred Stock shall have the following voting rights;


 

















 


(A)                              Subject
to the provision for adjustment hereinafter set forth and except as otherwise
provided in the Certificate of Incorporation or required by law, each share of
Series C Preferred Stock shall entitle the holder thereof to a number of votes
equal to 1,000 times the number of votes which each share of Class C Common
Stock is entitled to vote, on all matters upon which the holders of the Class C
Common Stock of the Company are entitled to vote.  In the event the Company shall at any time after October 18,
1999 declare or pay any dividend on the Class C Common Stock payable in shares
of Class C Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Class C Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Class
C Common Stock) into a greater or lesser number of shares of Class C Common
Stock, then in each such case the number of votes per share to which holders of
shares of Series C Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Class C Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class C Common Stock that were outstanding immediately prior to such
event.


 


(B)                                Except
as otherwise provided herein, in the Certificate of Incorporation or in any
other Certificate of Designations creating a series of Preferred Stock or any
similar stock, and except as otherwise required by law, the holders of shares
of Series C Preferred Stock and the holders of shares of Class C Common Stock
and any other capital stock of the Company having general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders
of the Company.


 


(C)                                Except
as set forth herein, or as otherwise provided by law, holders of Series C
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Class C Common Stock as set forth herein) for taking any corporate action.


 


Section 4.  Certain Restrictions.


 


(A)                              Whenever
quarterly dividends or other dividends or distributions payable on the Series C
Preferred Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not earned
or declared, on shares of Series C Preferred Stock outstanding shall have been
paid in full, the Company shall not:


 


(i)                                     declare or pay
dividends, or make any other distributions, on any shares of stock ranking
junior (as to dividends) to the Series C Preferred Stock;


 


(ii)                                  declare or pay
dividends, or make any other distributions, on any shares of stock ranking on a
parity (as to dividends) with the Series C Preferred Stock, except dividends
paid ratably on the Series C Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;


 

















 


(iii)                               redeem or purchase or
otherwise acquire for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series C
Preferred Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series C Preferred Stock or rights, warrants
or options to acquire such junior stock;


 


(iv)                              redeem or purchase or
otherwise acquire for consideration any shares of Series C Preferred Stock, or
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Preferred Stock,
except in accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.


 


(B)           The Company shall
not permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.


 


Section 5.  Reacquired
Shares.  Any shares of Series C
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.


 


Section 6.  Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (A) to
the holders of the Common Stock or of shares of any other stock of the Company
ranking junior, upon liquidation, dissolution or winding up, to the Series C
Preferred Stock unless, prior thereto, the holders of shares of Series C
Preferred Stock shall have received $1,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not earned
or declared, to the date of such payment, provided that the holders of shares
of Series C Preferred Stock shall be entitled to receive an aggregate amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 1,000 times the aggregate amount to be distributed per share to holders of
shares of Class C Common Stock, or (B) to the holders of shares of stock
ranking on a parity upon liquidation, dissolution or winding up with the Series
C Preferred Stock, except distributions made ratably on the Series C Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up.  In the event the Company
shall at any time after October 18, 1999 declare or pay any dividend on
the Class C Common Stock payable in shares of Class C Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Class
C Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Class C Common Stock) into a greater or lesser number of shares of
Class C Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event under the proviso in clause (A) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Class C Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Class C Common
Stock that were outstanding immediately prior to such event.


 

















 


Section 7.  Consolidation,
Merger, etc.  In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Class C Common Stock are converted into, exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case each share of Series C Preferred Stock shall at the same time be
similarly converted into, exchanged for or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Class C Common Stock is converted, exchanged or converted.  In the event the Company shall at any time
after October 18, 1999 declare or pay any dividend on the Class C Common Stock
payable in shares of Class C Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Class
C Common Stock) into a greater or lesser number of shares of Class C Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of shares of Series C
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Class C Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class C Common Stock that were outstanding immediately prior to such event.


 


Section 8.  No Redemption.
The shares of Series C Preferred Stock shall not be redeemable from any holder.


 


Section 9.  Rank.  The Series C Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Company, pari passu with the
Series A and the Series B Preferred Stock, junior to all other series of
Preferred Stock and senior to all classes of Common Stock.


 

















 


Section 10. 
Amendment.  If any proposed
amendment to the Certificate of Incorporation (including this Certificate of
Designations) would alter, change or repeal any of the preferences, powers or
special rights given to the Series C Preferred Stock so as to affect the Series
C Preferred Stock adversely, then the holders of the Series C Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding shares of the Series C
Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
General Corporation Law of the State of Delaware.


 


Section 11.  Fractional
Shares.  The Series C Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series C Stock.


 


IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Secretary this 15th day of October, 1999. 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: