Exhibit 3.1
CERTIFICATE OF MERGER
MERGING
SCC MERGER CO.
WITH AND INTO
STONE CONTAINER CORPORATION
(Pursuant to Section 251 of the
General Corporation Law of Delaware)
SCC Merger Co., a Delaware corporation ("Sub"), and Stone Container
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Corporation, a Delaware corporation ("Stone"), each do hereby certify to the
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following facts relating to the merger of Sub with and into Stone (the
"Merger"):
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FIRST: That the name and state of incorporation of each constituent
corporation which is a party to the Merger is as follows:
Name State of Incorporation
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SCC Merger Co. Delaware
Stone Container Corporation Delaware
SECOND: That, by written consent in lieu of a meeting of the Board of
Directors of Sub pursuant to Section 141(f) of the General Corporation Law of
the State of Delaware (the "Delaware General Corporation Law"), resolutions were
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duly adopted approving and authorizing that certain Agreement and Plan of Merger
(the "Agreement"), dated as of August 8, 2000, by and among Sub, Stone and
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Smurfit-Stone Container Corporation, a Delaware corporation and the sole
stockholder of Sub and Stone ("SSCC"), as amended by that certain First
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Amendment to Agreement and Plan of Merger, dated as of October 26, 2000, by and
among Sub, Stone and SSCC (the "Amendment" and, together with the Agreement, the
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"Amended Agreement") and recommending that the Agreement be approved by the sole
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stockholder of Sub.
THIRD: That thereafter, by written consent in lieu of a special meeting of
the sole stockholder of Sub pursuant to Section 228(a) of the Delaware General
Corporation Law, the sole stockholder of Sub adopted a resolution approving the
Agreement.
FOURTH: That, at a meeting of the Board of Directors of Stone, resolutions
were duly adopted approving and authorizing the Agreement and recommending that
the Agreement be approved by the stockholders of Stone.
FIFTH: That thereafter, at a special meeting of the stockholders of Stone
held on October 26, 2000 for the purpose of adopting the Agreement, the
Agreement was duly adopted
by the affirmative vote of a two-thirds majority of the outstanding stock of
Stone entitled to vote thereon.
SIXTH: That the Agreement has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations in accordance with
Section 251 of the Delaware General Corporation Law.
SEVENTH: That the name of the corporation surviving the Merger is STONE
CONTAINER CORPORATION, a Delaware corporation (the "Surviving Corporation").
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EIGHTH: That the Certificate of Incorporation of the Surviving Corporation
effective immediately after the Merger shall be amended and restated in its
entirety to read as follows:
ARTICLE 1
The name of this corporation is Stone Container Corporation (the
"Corporation").
ARTICLE 2
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE 3
The nature of the business of or purpose to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the
State of Delaware (the "Delaware General Corporation Law").
ARTICLE 4
The total number of shares of stock which the Corporation shall have
authority to issue is 1000 shares. All of such shares are Common Stock, par
value $0.01 per share.
ARTICLE 5
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly authorized
to adopt, amend or repeal the By-Laws of the Corporation. Election of
directors need not be by written ballot unless the By-Laws so provide.
ARTICLE 6
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To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this Article 6 shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
NINTH: That an executed copy of the Amended Agreement is on file at an
office of the Surviving Corporation, 150 North Michigan Avenue, Chicago,
Illinois 60601.
TENTH: That a copy of the Amended Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
party thereto.
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IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of
Merger this 15th of November, 2000.
SCC MERGER CO.
By: /s/ Ray M. Curran
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Name: Ray M. Curran
Title: President and Chief Executive
Officer
STONE CONTAINER CORPORATION
By: /s/ Craig A. Hunt
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Name: Craig A. Hunt
Title: Vice President, General
Counsel and Secretary
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