-----------------------------------------------------
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NABISCO GROUP HOLDINGS CORP.
INTO
RJR NABISCO HOLDINGS CORP.
-----------------------------------------------------
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
-----------------------------------------------------
RJR Nabisco Holdings Corp. ("Parent"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), does hereby certify that:
FIRST: Parent was incorporated on October 25, 1988 pursuant to the
General Corporation Law and is existing thereunder.
SECOND: Nabisco Group Holdings Corp. (the "Subsidiary") was
incorporated on May 12, 1999 pursuant to the General Corporation Law and is
existing thereunder.
THIRD: Parent owns of record 100% of the outstanding shares of Common
Stock (the "Shares") of the Subsidiary, the Shares being the only stock of the
Subsidiary outstanding.
FOURTH: The board of directors of Parent adopted the following
resolutions providing for the merger (the "Merger") of Subsidiary into Parent,
which resolutions have not been amended or rescinded and are in full force and
effect:
RESOLVED, that the Plan of Merger in the form of Exhibit A
hereto (the "Plan of Merger") dated as of June 14, 1999 between
Nabisco Group Holdings Corp. (the "Subsidiary") and RJR Nabisco
Holdings Corp. (the "Parent"), pursuant to which the Subsidiary
agreed to be merged with and into the Parent (the "Merger"), at which
time the separate existence of the Subsidiary shall cease, with the
Parent as the
surviving corporation (the "Surviving Corporation"), and the
transactions contemplated by that Plan of Merger, are hereby
approved, and pursuant to the Plan of Merger, the Merger shall become
effective as of the date of the filing with the Secretary of State of
the State of Delaware of the Certificate of Merger thereto (the
"Effective Date") and such Certificate of Merger shall be filed with
the Secretary of the State of Delaware.
RESOLVED, that, pursuant to the Plan of Merger, the Merger
is hereby approved pursuant to the provisions of Section 253 of the
General Corporation Law of the State of Delaware.
RESOLVED, that, pursuant to the Plan of Merger, at the
Effective Date, the currently issued and outstanding shares of stock
of Subsidiary, all of which are owned by Parent, shall be surrendered
and canceled. No shares of stock of the Parent or other consideration
shall be issued in exchange therefor.
RESOLVED, that, pursuant to the Plan of Merger, from and
after the Effective Date, the name of the Surviving Corporation shall
be "Nabisco Group Holdings Corp.".
RESOLVED, that, pursuant to the Plan of Merger, from and
after the Effective Date, the bylaws and certificate of incorporation
of the Parent shall be the bylaws and certificate of incorporation of
the Surviving Corporation.
RESOLVED, that the officers of the Subsidiary are authorized
on behalf of the Subsidiary to take any and all actions, to execute,
deliver and file any and all documents, agreements and instruments
and to take any and all steps deemed by any such officer to be
necessary or appropriate to carry out the purpose and intent of each
of the foregoing resolutions, and all actions heretofore taken by any
of them in furtherance thereof are hereby ratified and confirmed in
all respects.
2
IN WITNESS WHEREOF, the Parent has caused this Certificate of
Ownership and Merger to be executed in its corporate name by its duly
authorized officer the 14th day of June, 1999.
RJR NABISCO HOLDINGS CORP.
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Senior Vice President, Secretary
and Associate General Counsel
3
EXHIBIT A
PLAN OF MERGER
FIRST: NABISCO GROUP HOLDINGS CORP., a corporation organized under the laws
of the State of Delaware ("Subsidiary"), shall merge with and into
RJR NABISCO HOLDINGS CORP., a corporation organized under the laws
of the State of Delaware ("Parent"). RJR NABISCO HOLDINGS CORP.,
the surviving corporation, shall be changed herewith to NABISCO
GROUP HOLDINGS CORP.
SECOND: The currently issued and outstanding shares of stock of Subsidiary,
all of which are owned by Parent, shall be surrendered and
canceled. No shares of stock of the Parent or other consideration
shall be issued in exchange therefore.
THIRD: The name of the Corporation surviving the merger shall be "Nabisco
Group Holdings Corp."
FOURTH: The certificate of incorporation of Parent shall be the certificate
of incorporation of the corporation surviving the merger.
FIFTH: The bylaws of Parent shall be the bylaws of the corporation
surviving the merger.
SIXTH: The directors and officers of Parent shall be the directors and
officers of the corporation surviving the merger and shall serve
until their successors are selected.
SEVENTH: The officers of each corporation party to the merger shall be and
hereby are authorized to do all acts and things necessary and
proper to effect the merger.
EIGHTH: The merger shall be effective on the date of the filing with the
Secretary of State of the State of Delaware of the Certificate of
Merger relating thereto.
4