<PAGE>
                                                                   Exhibit 3.161

                      CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                              CBH PUBLISHING, INC.
                             (a Texas corporation)
                                 WITH AND INTO
                               CBH HOLDINGS, INC.
                            (a Delaware corporation)


The undersigned corporation, CBH Holdings, Inc., a corporation duly organized
under the laws of Delaware (the "Corporation), hereby certifies as follows:

FIRST: That the Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.

SECOND: That the Corporation owns all the outstanding shares of the capital
stock of CBH Publishing, Inc., a Texas corporation ("Publishing").

THIRD: That the Corporation, by the resolutions of its Board of Directors duly
adopted by unanimous written action as of the 31st day of March, 1995, and
attached hereto as Exhibit A, determined to merge Publishing with and into
itself, with the Corporation being the surviving corporation, on the conditions
set forth in such resolutions.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
this 11th day of April, 1995.


                                         CBH HOLDINGS. INC.


                                         /s/ James J. Viera
                                         -----------------------------------
                                         James J. Viera, Vice President



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 03:43 PM 04/12/1995
                                                         950081730 -- 2140502
<PAGE>

                                                                       EXHIBIT A

      WHEREAS, the Corporation owns all of the issued and outstanding capital
stock of CBH Publishing. Inc., a Texas corporation ("Publishing"); and


      WHEREAS, the Corporation desires to increase the efficiency of the
operations of Publishing by merging Publishing with and into the Corporation;
and

      WHEREAS, the Directors believe it is in the best interests of the
Corporation and its shareholder to effect a such a merger;

      NOW, THEREFORE, IT IS HEREBY RESOLVED, that the merger of Publishing with
and into the Corporation in accordance with the terms and conditions set forth
in that certain Agreement and Plan of Merger, attached hereto as Exhibit 1 (the
"Merger"), is approved.

      FURTHER RESOLVED, that in connection with the Merger the name of the
Corporation shall be changed to "Southwest Art, Inc." pursuant to Section 253(b)
of the Delaware General Corporation Law.

      FURTHER RESOLVED, that the officers of the Corporation and each of them
are hereby authorized and directed to execute that certain Agreement and Plan
of Merger and to take any and all other actions, including but not limited to
filing the Certificate of Ownership and Merger evidencing the Merger with the
Secretary of State of Delaware and with the Office of Recorder of Deeds of the
County of Kent, Delaware, in the manner required by law, and to execute such
certificates, documents and other instruments as such officer or officers may
deem necessary, appropriate or desirable to cause the Corporation to effect the
Agreement and Plan or Merger.
<PAGE>

                                                                       EXHIBIT 1

                          AGREEMENT AND PLAN OF MERGER


      This Agreement and Plan of Merger is entered into as of this 31st day of
March, 1995, by and between CBH Holdings, Inc., a Delaware corporation
("Holdings"), and CBH Publishing, Inc., a Texas corporation ("Publishing").

                                   WITNESSETH

      WHEREAS, Holdings is a Delaware corporation with its registered office in
the State of Delaware located at The Prentice-Hall Corporation System. Inc., 229
South State Street, Dover, Delaware 19901; and

      WHEREAS, Publishing is a Texas corporation with its registered office in
the State of Texas located at 5444 Westheimer, Suite 1440, Houston, Texas 77056;
and

      WHEREAS, the Boards of Directors of Holdings and Publishing have
determined that it is desirable and in the best interests of their respective
corporations and the shareholders of such corporations that Publishing be merged
with and into Holdings on the terms and conditions hereinafter set forth and in
accordance with applicable provisions of the laws of the State of Delaware and
the State of Texas that permit such merger and the Board of Directors of each
corporation has, by resolution, duly adopted, approved, certified, executed and
acknowledged this Agreement and Plan of Merger (the "Plan").

      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, covenants and provisions hereof, the parties hereto agree that
Publishing shall be merged with and into Holdings and that the terms and
conditions of such merger shall be as follows:

            1. The Merger. Publishing shall be merged with and into Holdings in
      accordance with the terms of the Plan and the applicable provisions of the
      Delaware General Corporation Law and the Texas Business Corporation Act
      (the "Merger").

            2. Al1ocation of Property of Publishing. Holdings shall thereupon
      and thereafter, to the extent consistent with its Certificate of
      Incorporation as in effect at the Effective Time (as hereinafter defined),
      possess all rights, privileges, immunities, of a public as well as of a
      private nature of Publishing, and all property, real, personal and mixed,
      and all debts due on whatever account, and all other choses in action and
      every other interest of or belonging to Publishing shall by virtue of the
      Merger and without further action, be taken and transferred to and vested
      in Holdings. The title to any real estate, or any interest therein, vested
      in Publishing shall not revert or be an any way impaired by reason of the
      Merger. Holdings shall thereafter he responsible and liable for all the
      liabilities, obligations
<PAGE>

      and penalties of Publishing; and any claim existing or action or
      proceeding, civil or criminal, pending by or against Publishing may be
      prosecuted as if the Merger had not taken place, or Holdings may be
      substituted in place of Publishing; and any judgment rendered against
      Publishing may be enforced against Holdings. Neither any rights of
      creditors nor any liens upon the property of Publishing shall be impaired
      by the Merger.

            3. Surviving Corporation. At the Effective Time the surviving
      corporation shall be Holdings (hereinafter sometimes referred to as the
      "Surviving Corporation").

            4. Cancellation of Shares. The manner and basis of canceling the
      shares of stock of Publishing shall be as follows:

                  (a) Each share of Common Stock of Publishing issued and
            outstanding immediately prior to the Effective Time shall, by virtue
            of the Merger, be canceled, null and void, and cease to exist as of
            the Effective Time and no securities of the Surviving Corporation or
            any other corporation, or any money or property, shall be issued or
            transferred in exchange therefor.

                  (b) As soon as practicable after the Effective Time, the
            holder of the stock certificate theretofore representing issued and
            outstanding shares of Publishing immediately prior to the Effective
            Time shall surrender the same to the Surviving Corporation, and upon
            such surrender, such certificate shall be marked "canceled" and
            retained by the Secretary of the Surviving Corporation.

            5. Amendment to Articles of Incorporation of the Surviving
      Corporation. At the Effective Time, the name of the Surviving Corporation
      shall be changed to "Southwest Art, Inc." In all other respects, the
      Certificate of Incorporation, as amended, of Holdings in effect
      immediately prior to the Effective Time shall become the Certificate of
      Incorporation of the Surviving Corporation.

            6. By-Laws. At the Effective Time, the By-Laws of Holdings
      immediately prior to the Effective Time shall become the By-Laws of the
      Surviving Corporation at the Effective Time.

            7.Effective Time. The "Effective Time" shall occur at the later of
      the time the Certificate of Ownership and Merger is accepted for filing by
      the Secretary of State of Delaware and the Articles of Merger are accepted
      for filing by the Secretary of State of Texas.


                                        2
<PAGE>

            8. Effect of Merger. At the Effective Time, the separate existence
      of Publishing shall cease and Publishing shall be merged with and into the
      Surviving Corporation.

            9. Further Assurances. If at any time the Surviving Corporation
      determines that any further action is necessary or desirable to vest,
      perfect or confirm in the Surviving Corporation, according to the terms
      hereof, title to any property rights of Publishing, the former officers
      and directors of Publishing and each of them shall take such action as is
      necessary or desirable to vest, perfect or confirm title in such property
      or rights in the Surviving Corporation, and otherwise carry out the
      purposes of the Plan.

            10. Counterparts. Any number of counterparts hereof may he executed
      and each such counterpart shall be deemed to be an original instrument.

      IN WITNESS WHEREOF, the parties hereto have each caused the Plan to be
executed by the respective duly authorized officers as of the date first written
above.

                                         CBH HOLDINGS, INC.


                                         /s/ James J. Viera
                                         -----------------------------------
                                         James J. Viera, Vice President


                                         CBH PUBLISHING, INC.


                                         /s/ James J. Viera
                                         -----------------------------------
                                         James J. Viera, Vice President
<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       of

                               CBH HOLDINGS, INC.

      The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

      FIRST: The name of the corporation (hereinafter called the "corporation")
is

                               CBH holdings, INC.

      SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation System, Inc.

      THIRD: The purpose of 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.

      FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Hundred Thousand (100,000), with a par value of
One Cent ($.01). All such shares are of one class and are Common Stock.

      FIFTH: The name and the mailing address of the incorporator are as
follows:

      NAME                          MAILING ADDRESS
      ----                          ---------------

      Barbara Toffler               c/o Rubin Gross Harris Fischl & Roth
                                    1290 Avenue of the Americas
                                    New York, New York 10104

      SIXTH: The corporation is to have perpetual existence.

      SEVENTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
<PAGE>

      1. The management of the business and the conduct of the affairs of the
      corporation shall be vested in its Board of Directors. The number of
      directors which shall constitute the whole Board of Directors shall be
      fixed by, or in the manner provided in, the By-Laws. The phrase "whole
      Board" and the phrase "total number of directors" shall be deemed to have
      the same meaning, to wit, the total number of directors which the
      corporation would have if there were no vacancies. No election of
      directors need be by written ballot.

      2. After the original or other By-Laws of the corporation have been
      adopted, amended, or repealed, as the case may be, in accordance with the
      provisions of Section 190 of the General Corporation Law of the State of
      Delaware, and, after the corporation has received any payment for any of
      its stock, the power to adopt, amend, or repeal the By-Laws of the
      corporation may be exercised by the Board of Directors of the corporation;
      provided, however, that any provision for the classification of directors
      of the corporation for staggered terms pursuant to the provisions of
      subsection (d) of Section 141 of the General Corporation Law of the State
      of Delaware shall be set forth in an initial By-Law or in a By-Law adopted
      by the stockholders entitled to vote of the corporation unless provisions
      for such classification shall be set forth in this certificate of
      incorporation.

      3. Whenever the corporation shall be authorized to issue only one class of
      stock, each outstanding share shall entitle the holder thereof to notice
      of, and the right to vote at, any meeting of stockholders. Whenever the
      corporation shall be authorized to issue more than one class of stock, no
      outstanding share of any class of stock which is denied voting power under
      the provisions of the certificate of incorporation shall entitle the
      holder thereof to the right to vote at any meeting of stockholders except
      as the provisions of paragraph (2) of subsection (b) of Section 242 of the
      General Corporation Law of the State of Delaware shall otherwise require,
      provided that no share of any such class which is otherwise denied voting
      power shall entitle the holder thereof to vote upon the increase or
      decrease in the number of authorized shares of said class.

      EIGHT: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.


                                        2
<PAGE>

      NINTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify and advance expenses to any and all persons
whom it shall have power to indemnify and advance expenses to under said section
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section, and the indemnification and
advancement of expenses provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

Signed on October 9, 1987


                                                /s/ Barbara Toffler
                                                ----------------------------
                                                Barbara Toffler, Incorporator


                                        3
<PAGE>

                       [Partly legible number] 877288023

                                                         FILED
                                                      OCT 13 1987
                                                      [ILLEGIBLE]    9AM

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               CBH HOLDINGS, INC.

      The undersigned corporation, in order to amend its Certificate of
Incorporation hereby certifies as follows:

      FIRST: The name of the corporation is CBH HOLDINGS, INC. (hereinafter
called the "corporation").

      SECOND: The amendment to the Certificate of Incorporation, effected hereby
is as follows:

            Article FOURTH of the Certificate of Incorporation, relating to the
            stock of the corporation, is hereby amended in its entirety as
            follows:

            "FOURTH: The total number of shares of stock which the corporation
            shall have authority to issue is One Hundred Five Thousand
            (105,000), divided into two classes, of which One Hundred Thousand
            (100,000) shares of the par value of One Cent ($.01) each shall be
            designated Common Stock and Five Thousand (5,000) shares of the par
            value of One Dollar ($1.00) each shall be designated Preferred
            Stock.

                  The designations, preferences and relative, participating,
            optional and other special rights of the Preferred Stock and the
            Common Stock and the qualifications, limitations and restrictions
            thereof, are as follows:

                  1. Dividends. The holders of the Preferred Stock shall be
                  entitled to receive, when and as declared by the Board of
                  Directors of the corporation, out of any funds legally
                  available therefor, cumulative preferential dividends on
                  shares of the Preferred Stock outstanding, at the per annum
                  rate per share equal to the prime rate as then announced by
                  MBank Houston, N.A. ("Prime") plus 1%, multiplied by $87.05,
                  payable in one installment on the 15th day of October in each
                  year commencing on October 15, 1992.

                        Such dividends on the Preferred Stock shall be
                  cumulative from October 15, 1992. So long as there is any
                  arrearage on the Preferred Stock
<PAGE>

                  dividends, no dividend shall be payable on the Common Stock.
                  If the dividends on any shares of the Preferred Stock shall be
                  in arrears, the holders thereof shall not be entitled to any
                  interest or sum of money in lieu of interest thereon.

                  2. Redemption. The corporation shall, on the 15th day of
                  October of each year for the years 1988 through 1992, redeem
                  the number of shares of the then outstanding Preferred Stock
                  in an amount equal to the corporation's Excess Cash Flow, as
                  hereinafter defined, as determined on the last day of the
                  month preceding such redemption date. The corporation shall be
                  deemed to have Excess Cash Flow, if, after giving effect to
                  the redemption provided for herein, (1) neither the
                  corporation nor CBH Publishing, Inc., its wholly-owned
                  subsidiary ("CBH") is in default in respect of any covenants
                  contained in any agreement pertaining to any outstanding
                  amount owed by the corporation or CBH in order to consummate
                  the transactions contemplated by a certain Acquisition
                  Agreement (the "Acquisition Agreement") dated as of July 24,
                  1987 between CBH and Southwest Art, Inc., among others, or
                  borrowings for the conduct of the operations of the
                  corporation and/or CBH, or (ii) if no such agreement then
                  exists, the ratio of CBH's then current assets to then current
                  liabilities, as the same relates to the business of Southwest
                  Art Magazine, is then at least 1.5 to 1.0. The foregoing
                  redemption shall be upon notice duly given as hereinafter
                  provided, by paying or providing for the payment in cash of a
                  discounted redemption price as described in paragraph 4 below.
                  On each of October 15, 1993, October 15, 1994, and October 15,
                  1995, the corporation shall redeem thirty-three and one-third
                  (33 1/3%) percent, fifty (50%) percent and one hundred (100%)
                  percent, respectively, of the then outstanding Preferred
                  Stock, upon notice duly given as hereinafter provided, by
                  paying or providing for the payment in cash of a redemption
                  price of $87.05 per share; provided, however, that the
                  corporation shall not be required to redeem any Preferred
                  Stock on October 15, 1993 and October 15, 1994, unless the


                                       -2-
<PAGE>

                  corporation, after giving effect to such redemption, has
                  Excess Cash Flow as determined on the last day of the month
                  preceding such redemption date. The foregoing notwithstanding,
                  on October 15, 1995 the corporation shall redeem, if it has
                  not already done so, all the remaining outstanding shares of
                  the Preferred Stock, out of funds of the corporation which are
                  legally available therefor, upon notice duly given as
                  hereinafter provided, by paying or providing for the payment
                  of cash of a redemption price of $87.05 per share. In
                  addition, the corporation shall pay for each share to be
                  redeemed an amount equal to the dividends accrued thereon but
                  not paid for the period from the date on which dividends on
                  such shares became cumulative to and including the date fixed
                  for redemption. Such accrual shall be computed without
                  interest.

                        Subject to the limitations prescribed in this Article
                  FOURTH and any further limitations which may from time to time
                  be prescribed by the Board of Directors in accordance
                  herewith, the holders of Common Stock shall be entitled to
                  receive dividends on the Common Stock, when, as and if
                  declared by the Board of Directors, out of the funds of the
                  corporation which are legally available therefor.

                        At least ten (10) days prior notice of every such
                  redemption of the Preferred Stock shall be mailed to the
                  holders of record of the Preferred Stock to be redeemed at
                  their last known post office addresses as shown by the
                  corporation's records. Each such notice shall specify the date
                  fixed for redemption and the place where payment of the
                  redemption price is to be made upon surrender for cancellation
                  of the certificates representing shares called for redemption.
                  No failure to mail such notice or any defect therein or in the
                  mailing thereof shall affect the validity of the proceedings
                  for such redemption except as to any holder to whom the
                  corporation has failed to mail said notice or except as to any
                  holder whose


                                       -3-
<PAGE>

                  notice was defective. Any notice which was mailed in the
                  manner herein provided shall be conclusively presumed to have
                  been duly given whether or not the holder receives the notice.

                        In case of the redemption of only a part of the
                  Preferred Stock outstanding at he time, the shares of the
                  Preferred Stock to be redeemed shall be selected either pro
                  rata or, if required by the terms of any agreement with the
                  corporation, in the manner prescribed by such agreement. The
                  Board of Directors shall have full power and authority to
                  prescribe the manner in which and, subject to the provisions
                  and limitations herein contained, the terms and conditions
                  upon which such Preferred Stock shall be redeemed from time to
                  time.

                        If the aforesaid notice of redemption shall have been
                  duly given and if, on or before the redemption date designated
                  in such notice, the corporation shall have deposited in trust
                  with any bank or trust company having a capital, surplus and
                  undivided profits aggregating at least Five Million
                  ($5,000,000) Dollars, named in such notice, all funds
                  necessary for the redemption of the shares of the Preferred
                  Stock so called for redemption, then from and after the
                  redemption date designated in such notice and notwithstanding
                  that any certificates for such shares shall not have been
                  surrendered for cancellation (a) all shares of such Preferred
                  Stock so called for redemption shall no longer be deemed to be
                  outstanding, and (b) all rights with respect to such shares of
                  the Preferred Stock called for redemption shall forthwith
                  cease and terminate except only the right of the holders
                  thereof to receive the moneys so deposited, but without
                  interest. Any interest accrued on such funds shall be paid to
                  the corporation from time to time. Any funds so set aside or
                  deposited, as the case may be, and unclaimed at the end of six
                  (6) years from such redemption date shall be released and/or
                  repaid to the corporation, and such holders of such Preferred
                  Stock so called for redemption


                                       -4-
<PAGE>

                  as shall not have received the redemption price prior to such
                  release and/or payment to the corporation shall look only to
                  the corporation for payment of the redemption price.

                  3. Liquidation, Dissolution, Winding Up, Sale of Assets. In
                  the event of any liquidation, dissolution or winding up of the
                  affairs of the corporation, whether voluntary or involuntary,
                  or in the event of the sale of substantially all of the assets
                  of the corporation or any wholly-owned subsidiary, the holders
                  of all of the then outstanding shares of the Preferred Stock
                  shall be entitled to receive, out of the net assets of the
                  corporation, after payment or provision for payment of the
                  debts and other liabilities of the corporation, an amount in
                  cash equal to the discounted redemption price per share as
                  described in paragraph 4 below, and no more, before any
                  distribution or payment shall be made to the holders of Common
                  Stock. In case the net assets of the corporation available for
                  distribution are insufficient to pay to holders of all
                  outstanding shares of the Preferred Stock the full amount to
                  which they are entitled, the entire net assets of the
                  corporation remaining shall be distributed ratably to the
                  holders of all outstanding shares of the Preferred Stock in
                  proportion to the full amounts which would be payable on such
                  distribution if all amounts payable were paid in full. Neither
                  the consolidation nor merger of the corporation into or with
                  any other corporation or corporations shall be deemed a
                  liquidation, dissolution or winding up of the affairs of the
                  corporation within the meaning of any of the provisions of
                  this subparagraph (3), unless such consolidation or merger
                  would be deemed a sale of the business of Southwest Art
                  Magazine.

                  4. Discounted Redemption Price.
                  Discounted redemption price as contemplated herein for any
                  redemption of shares of Preferred Stock prior to October 15,
                  1993 shall mean an amount equal to $87.05 per share discounted
                  back on an annual basis from October 15, 1993


                                       -5-
<PAGE>

                  to the date of redemption by Prime plus 1%, multiplied by the
                  number of shares then being redeemed.

                  5. Consideration for Shares. The authorized but unissued
                  shares of Common Stock and the authorized but unissued shares
                  of the Preferred Stock may be issued for such consideration,
                  not less than the par value thereof, as may be fixed from time
                  to time by the Board of Directors.

                  6. Voting. Except as otherwise determined pursuant to
                  authority of the Board of Directors as hereinbefore provided,
                  or by the General corporation Law of the State of Delaware,
                  all voting rights shall be vested exclusively in the holders
                  of the outstanding shares of Common Stock and each such holder
                  shall be entitled to one vote per share for all purposes for
                  each share of Common Stock held of record by such holder.

                        Except as otherwise determined pursuant to authority of
                  the Board of Directors as hereinbefore provided, or by the
                  General Corporation Law of the State of Delaware, the holders
                  of the Preferred Stock shall not be entitled to vote for any
                  purpose nor shall they be entitled to notice of meetings of
                  stockholders."

      THIRD: The aforesaid amendment was duly adopted by the sole stockholder
and sole director of the corporation in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: This Certificate of Amendment is executed by the sole stockholder
of the corporation in accordance with the applicable provisions of Section 103
of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, this Certificate has been signed the 14th day of
October, 1987, and the statements contained therein are affirmed as true under
penalties of perjury.

                                        CBH HOLDINGS, INC.


                                        By: /s/ Clay B. Hall
                                        --------------------------------
                                        Clay B. Hall, Sole Stockholder


                                       -6-