EXHIBIT 3.9

                                                                          [SEAL]

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                ACI AMERICA INC.

                                      INTO

                            ACI AMERICA HOLDINGS INC.

                                 March 31, 1988

     Huw G. Davies and R. M. Watson certify that they are the President and the
Secretary respectively of ACI America Holdings Inc., a Delaware corporation, and
further certify that:

     1. As of this date, ACI America Holdings Inc. owns 100% of the outstanding
stock of ACI America Inc., a California corporation, incorporated on January 14,
1982.

     2. The following resolution was adopted by the Board of Directors of ACI
America Holdings Inc.;

     WHEREAS, ACI America Holdings Inc., a Delaware corporation, owns 100% of
the outstanding shares of ACI America, Inc., a California corporation; and

     WHEREAS, ACI America Holdings Inc. is effecting a simplification of its
legal structure in accordance with the recommended plan set forth in the Written
Consent of Board of Directors of this corporation dated March 31, 1988, and
pursuant thereto it is deemed to be in the best interest of this corporation to
effect a merger into this corporation of ACI America Inc.

     NOW, THEREFORE, BE IT RESOLVED, that ACI America Inc., a California
corporation, be merged into this corporation pursuant to Section 253 of General
Corporation Law of Delaware and Section 1110 of the California Corporations
Code, effective on the close of business on March 31, 1988;

     RESOLVED, FURTHER, that this corporation hereby assumes all of the
liabilities and obligations of ACI America Inc. on the close of business on
March 31, 1988;

     RESOLVED FURTHER, that the officers of this corporation are hereby directed
to do all acts and to execute, verify, and file all documents necessary to
effectuate the merger into this corporation of ACI America Inc. pursuant to the
applicable laws of the States of Delaware and California.



     3. Said resolution was adopted by unanimous written consent of the Board of
Directors of this corporation as of the date first written above.

     Each of the undersigned declare under penalty of perjury that the facts
stated in the above certificate are true of his own knowledge, that this
certificate is the act and deed of ACI America Holdings Inc. and that this
declaration was executed on March 31, 1988, at Memphis, Tennessee.

                                                     /s/ Huw G. Davies
                                                     ---------------------------
                                                     Huw G. Davies, President

                                           ATTEST:   /s/ R. M. Watson
                                                     ---------------------------
                                                     R. M. Watson, Secretary