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EXHIBIT 3.17
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING HUNTSMAN EDISON FILMS CORPORATION
INTO PLIANT CORPORATION
EFFECTIVE JANUARY 1, 2001 AT 12:30 A.M.
Pursuant to and in accordance with Section 253 of the Delaware
General Corporation Law (the "DGCL"), Pliant Corporation, a Utah corporation
(the "Corporation"), does hereby certify as follows:
1. The Corporation owns all of the outstanding shares of
the capital stock of Huntsman Edison Films Corporation, a Delaware corporation
("Edison Films").
2. Edison Films was incorporated under the DGCL on May
15, 1944 (as Associated Baby Services, Inc.).
3. The Board of Directors of the Corporation, by
unanimous written consent, determined to merge Edison Films into the Corporation
and duly adopted the following resolutions on November 15, 2000:
RESOLVED, FURTHER, that Edison Films shall be merged into the
Corporation and the Corporation shall assume all of the
obligations and liabilities of Edison Films.
RESOLVED, FURTHER, that the Plan of Merger which is attached
hereto as Exhibit B (the "Edison Films Plan of Merger") shall
be and hereby is adopted by the Directors.
RESOLVED, FURTHER, that the Edison Films Plan of Merger is not
required to be submitted to the shareholders of the
Corporation in accordance with Sections 16-10a-1104(3) and
16-10a-1103(7) of the URBCA.
RESOLVED, FURTHER, that the Officers, on behalf of the
Corporation, shall be and they hereby are authorized,
empowered and directed to prepare and execute Articles of
Merger (the "Edison Films Articles of Merger") setting forth
the information required by the URBCA and to file such Edison
Films Articles of Merger with the Utah Department of Commerce,
Division of Corporations and Commercial Code, and to prepare
and execute a Certificate of Ownership and Merger setting
forth the information required by the DGCL, including a copy
of these resolutions, and to file such Certificate of
Ownership and Merger with the
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Delaware Secretary of State and in any other locations
required by applicable law.
4. The Merger has been adopted, approved, certified,
executed and acknowledged by the Corporation (the parent corporation) in
accordance with the laws of the State of Utah.
5. The Corporation hereby agrees that it may be served
with process in Delaware in any proceeding for enforcement of any obligation of
Edison Films, as well as for enforcement of any obligation of the Corporation
arising from the merger, including any suit or other proceeding to enforce the
right of any stockholders as determined in appraisal proceedings pursuant to
Section 262 of the DGCL, and the Corporation hereby irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of process in any
such suit or other proceedings, and a copy of such process shall be mailed by
the Secretary of State of Delaware to the Corporation at the following address:
Pliant Corporation
2755 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121
6. In accordance with Section 103 of the DGCL, this
certificate shall be effective on January 1, 2001 at 12:30 a.m.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed and acknowledged by its authorized Officers on December
1, 2000.
Pliant Corporation, a Utah corporation
By /s/ Ronald G. Moffitt
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Its Executive Vice President,
Secretary and General Counsel
Ronald G. Moffitt
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