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EXHIBIT 3.2
CERTIFICATE OF OWNERSHIP AND MERGER
OF
HNI SHELL, INC.
INTO
FOUNDATION HEALTH SYSTEMS, INC.
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Pursuant to Section 253(a) of the General Corporation Law
of the State of Delaware
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Foundation Health Systems, Inc., a Delaware corporation, does hereby
certify to the following facts relating to the merger of HNI Shell, Inc. into
Foundation Health Systems, Inc. (the "Merger"):
FIRST: The names and states of incorporation of the constituent
corporations to the Merger are as follows:
<TABLE>
<CAPTION>
NAME STATE
---- -----
<S> <C>
HNI Shell, Inc. Delaware
Foundation Health Systems, Inc. Delaware
</TABLE>
SECOND: Foundation Health Systems, Inc. is the owner of all of the issued
and outstanding shares of the capital stock of HNI Shell, Inc.
THIRD: The Board of Directors of Foundation Health Systems, Inc., by
resolutions duly adopted at a meeting held on June 29, 2000 (true and correct
copies of which are attached hereto as EXHIBIT A), has authorized the Merger in
accordance with Section 253 of the General Corporation Law of the State of
Delaware. Such resolutions have not been modified or rescinded and are in full
force and effect on the date hereof.
FOURTH: Effective September 29, 2000, the Board of Directors of HNI Shell,
Inc. approved and adopted resolutions authorizing the Merger in accordance with
Section 253 of the General Corporation Law of the State of Delaware.
FIFTH: Foundation Health Systems, Inc. shall be the surviving corporation
of the Merger (the "Surviving Corporation").
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SIXTH: The current Certificate of Incorporation of Foundation Health
Systems, Inc. shall be the Certificate of Incorporation of the Surviving
Corporation, except that, at the effective time of the Merger, Article First
shall be amended to change the name of the Surviving Corporation from Foundation
Health Systems, Inc. to Health Net, Inc.
SEVENTH: The Merger shall become effective at 5:00 p.m. (Delaware time) on
November 3, 2000.
IN WITNESS WHEREOF, Foundation Health Systems, Inc. has caused this
Certificate of Ownership and Merger to be executed in its corporate name this
25th day of October, 2000.
FOUNDATION HEALTH SYSTEMS, INC.
By: /s/ B. CURTIS WESTEN
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B. Curtis Westen, Esq.
Secretary
