Beverage Investments S-4 Registration of securities issued in business combination transactions

Exhibit 3.20

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

     “BEVERAGE MANAGEMENT, INC.”, A MICHIGAN CORPORATION, WITH AND INTO “THE AMERICAN BOTTLING COMPANY” UNDER THE NAME OF “THE AMERICAN BOTTLING COMPANY”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:23 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:57 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2880629 8100M		AUTHENTICATION:	6623224
080620551		DATE:	05-29-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml.

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:23 PM 05/28/2008

SRV 080620551 – 2880629 FILE

CERTIFICATE OF MERGER

merging

BEVERAGE MANAGEMENT, INC.
(a Michigan corporation)

with and into

THE AMERICAN BOTTLING COMPANY
(a Delaware corporation)

(PURSUANT TO SECTION 252 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

THE AMERICAN BOTTLING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: The name and state of domicile of each of the constituent corporations (collectively, the “Constituent Corporations”) is as follows:

Name	State of Domicile
Beverage Management, Inc.	Michigan
THE AMERICAN BOTTLING COMPANY	Delaware

     SECOND:An Agreement and Plan of Merger dated as of May 28, 2008 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by the Corporation and Beverage Management, Inc. in accordance with the requirements of the General Corporation Law of the State of Delaware.

     THIRD:The name of the corporation surviving the merger is “THE AMERICAN BOTTLING COMPANY”, a Delaware corporation (the “Surviving Corporation”).

     FOURTH:The Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the Surviving Corporation.

     FIFTH:The executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation, the address of which is 5301 Legacy Drive, Plano, Texas 75024.

     SIXTH:A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Corporation or Beverage Management, Inc.

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     SEVENTH:This Certificate of Merger shall be effective as of 11:57 P.M. Eastern Time on May 31, 2008.

[Signature page follows.]

2 

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of the date first written above.

THE AMERICAN BOTTLING COMPANY
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature page to Certificate of Merger]