Exhibit 3.1
CERTIFICATE OF MERGER
OF
INTERNATIONAL HOME FOODS, INC.
(A DELAWARE CORPORATION)
INTO
CAG ACQUISITION SUB, INC.
(A DELAWARE CORPORATION)
(UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)
It is hereby certified that:
1. The constituent corporations participating in the merger herein
certified are:
(i) INTERNATIONAL HOME FOODS, INC., which is incorporated under the
laws of the State of Delaware; and
(ii) CAG ACQUISITION SUB, INC., which is incorporated under the laws of
the State of Delaware.
2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 251 (and, with
respect to CAG Acquisition Sub, Inc., Section 228 by the written consent of its
sole stockholder) of the General Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein certified is
CAG Acquisition Sub, Inc., which will continue its existence as said surviving
corporation under the name International Home Foods, Inc. upon the effective
date of said merger pursuant to the provisions of the General Corporation Law of
the State of Delaware.
4. The Certificate of Incorporation of CAG Acquisition Sub, Inc. is to be
amended and changed by reason of the merger herein certified by striking out
Article I thereof, relating to the name of said surviving corporation, and by
substituting in lieu thereof the following Article I:
"ARTICLE I
NAME
"The name of the corporation is International Home Foods, Inc.
(referred to hereinafter as the "Corporation")";
and said Certificate of Incorporation as so amended and changed shall continue
to be the Certificate of Incorporation of said surviving corporation until
further amended and changed in accordance with the provisions of the General
Corporation Law of the State of Delaware.
5. The executed Agreement and Plan of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
One ConAgra Drive
Omaha, Nebraska 68102
6. A copy of the aforesaid Agreement and Plan of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of either of the aforesaid constituent corporations.
7. This Certificate of Merger shall be effective as of 7:00 a.m. Eastern
time on August 24, 2000.
Dated: August 23, 2000
CAG ACQUISITION SUB, INC.
By: /s/ Dwight J. Goslee
Dwight J. Goslee
Its: Vice President
