<PAGE>   1
                                                                      EXHIBIT 3a

                                    FORM OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      HEARTLAND TERRITORIES HOLDINGS, INC.

     1.  The name of the corporation (the "Corporation") is "Heartland
Territories Holdings, Inc."

     2. The original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on May 20, 1963 under the name Pepsi-Cola
(Pakistan), Inc.

     3. This Restated Certificate of Incorporation has been duly proposed by
resolutions adopted and declared advisable by the Board of Directors of the
Corporation, duly adopted by written consent of the sole stockholder of the
Corporation in lieu of a meeting and vote and duly executed and acknowledged by
the officers of the Corporation in accordance with the provisions of Sections
103, 228, 242 and 245 of the General Corporation Law of the State of Delaware
and, upon filing with the Secretary of State in accordance with Section 103,
shall supersede the original Certificate of Incorporation and shall, as it may
thereafter be amended in accordance with its terms and applicable law, be the
Certificate of Incorporation of the Corporation.

     4. The text of the Certificate of Incorporation of the Corporation is
hereby restated to read in its entirety as follows:

        FIRST:  The name of the corporation (the "Corporation") is

                              WHITMAN CORPORATION

        SECOND: The registered office of the Corporation within the State of
     Delaware is The Corporation Trust Center, 1209 Orange Street in the City
     of Wilmington, County of New Castle, State of Delaware. The registered
     agent of the Corporation within the State of Delaware is The Corporation
     Trust Company, the business office of which is identical with the
     registered office of the Corporation.

        THIRD: The purpose of the Corporation shall be to engage in any lawful
     act or activity for which corporations may be organized and incorporated
     under the General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is 362,500,000, of which
     350,000,000 shares, par value $0.01 per share, shall be "Common Stock" and
     12,500,000 shares, par value $0.01 per share, shall be "Preferred Stock".

A.  PREFERRED STOCK

     Shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to fix by resolution or
resolutions adopted in accordance with the by-laws of the Corporation the
voting rights, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued series of Preferred Stock;
and to fix by such resolution or resolutions the number of shares constituting
such series, and to increase or decrease the number of shares of any such
series (but not below the number of shares thereof then outstanding).

B.  COMMON STOCK

     (1) Except as otherwise provided by law or by the resolution or
resolutions adopted by the Board in accordance with the by-laws of the
Corporation designating the rights, powers and preferences of any series of
Preferred Stock and subject to the provisions of the by-laws of the Corporation
as from time to time amended, with respect to the fixing of a record date for
the determination of stockholders entitled to vote, the



<PAGE>   2

holders of outstanding shares of Common Stock shall exclusively possess voting
power for the election of directors and for all other purposes, each holder of
record of shares of Common Stock being entitled to one vote for each share of
Common Stock standing in his name on the books of the Corporation.

     (2) Subject to any rights or preferences of holders of Preferred Stock,
the holders of Common Stock shall be entitled to receive such dividends as from
time to time may be declared on the Common Stock by the Board of Directors.

     (3) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, subject to any rights or
preferences of holders of Preferred Stock, the holders of Common Stock shall be
entitled to share, ratably according to the number of shares of Common Stock
held by them, in all assets of the Corporation available for distribution to
its stockholders.

C.  PROVISIONS RELATING TO ALL CLASSES OF STOCK

     (1) No holder of shares of Common Stock or Preferred Stock of the
Corporation shall be entitled as of right to pre-emptive or prior right to
subscribe for, purchase, or receive any part of any new or additional issue of
stock of any class, whether now or hereafter authorized, or of any bonds,
debentures, or other securities, convertible or exchangeable into stock of any
class, and all such new or additional shares of stock, bonds, debentures or
other securities, convertible or exchangeable into stock, or stock that has
been purchased by the Corporation or its nominee or nominees, may be issued and
disposed of by the Board of Directors to such persons, firms or corporations
and on such terms and for such consideration permitted by law as the Board of
Directors, in their absolute discretion, may deem advisable.

     (2) Neither the merger or consolidation of the Corporation into or with
another corporation nor the merger or consolidation of any other corporation
into or with the Corporation, nor the sale, transfer or lease of all or
substantially all the assets of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.

     (3) All stockholder action shall be taken at an annual or special meeting,
and no stockholder action may be taken without a meeting.

        FIFTH:  The minimum amount of capital with which the Corporation will
     commence business is One Thousand Dollars ($1,000.00).

        SIXTH:  The Corporation is to have perpetual existence.

        SEVENTH:  The private property of the stockholders shall not be subject
     to the payment of corporate debts to any extent whatever.

        EIGHTH:  In furtherance and not in limitation of the powers conferred by
     statute, the Board of Directors is expressly authorized:

           To make, alter or repeal the by-laws of the Corporation.

           To authorize and cause to be executed mortgages and liens upon the
        real and personal property of the Corporation.

           To set apart out of any of the funds of the Corporation available
        for dividends a reserve or reserves for any proper purpose and to
        abolish any such reserve in the manner in which it was created.

           By resolution passed by the Board of Directors in accordance with
        the by-laws of the Corporation, to designate one or more committees,
        each committee to consist of two or more of the directors of the
        Corporation, which, to the extent provided in the resolution or in the
        by-laws of the Corporation, shall have and may exercise the powers of
        the Board of Directors in the management of the business and affairs of
        the Corporation, and may authorize the seal of the Corporation to be
        affixed to all papers which may require it. Such committee or
        committees shall have such name or



<PAGE>   3

        names as may be stated in the by-laws of the Corporation or as may be
        determined from time to time by resolution adopted by the Board of
        Directors.

           When and as authorized by the affirmative vote of the holders of a
        majority of the stock issued and outstanding having voting power given
        at a stockholders' meeting duly called for that purpose, or when
        authorized by the written consent of the holders of a majority of the
        voting stock issued and outstanding, to sell, lease or exchange all of
        the property and assets of the Corporation, including its good will and
        its corporate franchise, upon such terms and conditions and for such
        consideration, which may be in whole or in part shares of stock in,
        and/or other securities of, any other corporation or corporations, as
        its Board of Directors shall deem expedient and for the best interests
        of the Corporation.

        NINTH: No director shall be personally liable to the Corporation or any
     stockholder for monetary damages for breach of fiduciary duty by such
     director as a director, except for any matter in respect of which such
     director shall be liable under Section 174 of the Delaware General
     Corporation Law or shall be liable by reason that, in addition to any and
     all other requirements for such liability, he (i) shall have breached his
     duty of loyalty to the Corporation or its stockholders, (ii) in acting or
     in failing to act, shall not have acted in good faith or shall have acted
     in a manner involving intentional misconduct or a knowing violation of law
     or (iii) shall have derived an improper personal benefit from the
     transaction in respect of which such breach of fiduciary duty occurred.
     Neither the amendment nor repeal of this Article NINTH shall eliminate or
     reduce the effect of this Article NINTH in respect of any matter
     occurring, or any cause of action, suit or claim that, but for this
     Article NINTH would accrue or arise, prior to such amendment or repeal. If
     the Delaware General Corporation Law is amended after approval by the
     stockholders of this Article NINTH to authorize corporate action further
     eliminating or limiting the personal liability of directors, then the
     liability of a director of the Corporation shall be eliminated or limited
     to the fullest extent permitted by the Delaware General Corporation Law,
     as so amended from time to time.

        TENTH: (1) In anticipation that PepsiCo, Inc. is currently, and will
     remain, a substantial stockholder of the Corporation, and in anticipation
     that the Corporation and PepsiCo, Inc. may engage in the same or similar
     activities or lines of business and have an interest in the same areas of
     business opportunities, and in recognition of the benefits to be derived
     by the Corporation through its continued contractual, corporate and
     business relations with PepsiCo, Inc. (including service of employees,
     officers and directors of PepsiCo, Inc. as officers and directors of the
     Corporation), the provisions of this Article TENTH are set forth to
     regulate and define the conduct of certain affairs of the Corporation as
     they may involve PepsiCo, Inc. and its employees, officers and directors,
     and the powers, rights, duties and liabilities of the Corporation and its
     officers, directors and stockholders in connection therewith.

        (2) PepsiCo, Inc. shall have the right to engage (and shall have no
     duty to refrain from engaging) in the same or similar activities or lines
     of  business as the Corporation, and the Corporation shall not be deemed
     to have an interest or expectancy in any business opportunity,
     transaction, or other matter (each a "Business Opportunity") in which
     PepsiCo, Inc. engages or seeks to engage merely because the Corporation
     engages in the same or similar activities or lines of business as that
     involved in or implicated by such Business Opportunity. Neither PepsiCo,
     Inc. nor any employee, officer or director thereof (except as provided in
     paragraph 3 below) shall be liable to the Corporation or its stockholders
     for breach of any fiduciary duty by reason of any such activities of
     PepsiCo, Inc. or of such person's participation therein. In the event that
     PepsiCo, Inc. acquires knowledge of a potential Business Opportunity which
     may be deemed to constitute a corporate opportunity for both PepsiCo, Inc.
     and the Corporation, PepsiCo, Inc. shall have no duty to communicate or
     offer such Business Opportunity to the Corporation and shall not be liable
     to the Corporation or its stockholders for breach of any fiduciary duty as
     a stockholder of the Corporation by reason of the fact that PepsiCo, Inc.
     pursues or acquires such Business Opportunity for itself, directs such
     Business Opportunity to another person, or does not communicate
     information regarding such Business Opportunity to the Corporation.



<PAGE>   4
        (3) In the event that a director or officer of the Corporation who is
     also a director, officer or employee of PepsiCo, Inc. acquires knowledge
     of a potential Business Opportunity which may be deemed to be a corporate
     opportunity for both the Corporation and PepsiCo, Inc., such director or
     officer of the Corporation shall have fully satisfied and fulfilled the
     fiduciary duty of such director or officer to the Corporation and its
     stockholders with respect to such Business Opportunity and, to the extent
     permitted by applicable law, shall not be liable to the Corporation or its
     stockholders for breach of any fiduciary duty by reason of the fact that
     PepsiCo, Inc. pursues or acquires such Business Opportunity for itself or
     directs such Business Opportunity to another person or does not
     communicate information regarding such Business Opportunity to the
     Corporation, if such director or officer acts in a manner consistent with
     the following policy:

           A Business Opportunity offered to any person who is an officer of
        the Corporation, and who is also a director or an officer or an
        employee of PepsiCo, Inc., shall belong to the Corporation; and a
        Business Opportunity offered to any person who is a director but not an
        officer of the Corporation, and who is also a director or officer of
        PepsiCo, Inc., shall belong to the Corporation if such Business
        Opportunity is expressly offered to such person solely in his or her
        capacity as a director of Corporation, and otherwise shall belong to
        PepsiCo, Inc.

        (4) Any person purchasing or otherwise acquiring any interest in share
     of the capital stock of the Corporation shall be deemed to have consented
     to the provisions of this Article TENTH.

        (5) For purposes of this Article TENTH:

           (a) A director of the Corporation who is Chairman of the Board of
        Directors of the Corporation or of a committee thereof shall not be
        deemed to be an officer of the Corporation by reason of holding such
        position (without regard to whether such position is deemed an office
        of the Corporation under the by-laws of the Corporation), unless such
        person is a full-time employee of the Corporation; and

           (b) PepsiCo, Inc. shall include all subsidiary corporations and
        other entities in which PepsiCo, Inc. owns (directly or indirectly)
        more that 50% of the outstanding voting capital stock or voting power.

        (6) Any proposed amendment to this Article TENTH shall require the
     approval of two-thirds of the whole Board of Directors.

        ELEVENTH: Meetings of stockholders may be held outside the State of
     Delaware, if the by-laws of the Corporation so provide. The books of the
     Corporation may be kept (subject to any provision contained in the
     statutes) outside the State of Delaware at such place or places as may be
     designated from time to time by the Board of Directors or in the by-laws
     of the Corporation. Elections of directors need not be by ballot unless
     the by-laws of the Corporation shall so provide.

        TWELFTH: The Corporation reserves the right to amend, alter, change or
     repeal any provision contained in this Certificate of Incorporation, in
     the manner now or hereafter prescribed by statute, and all rights
     conferred upon stockholders herein are granted subject to this
     reservation.

        THIRTEENTH: The Corporation hereby expressly elects not to be governed
     by Section 203(a) of the Delaware General Corporation Law relating to
     business combinations with interested shareholders.