**Exhibit 3.(a)(iii)**

CERTIFICATE OFOWNERSHIP AND MERGER

MERGING

NAHC, INC.

A DELAWARECORPORATION

WITH AND INTO

J. L. HALSEY CORPORATION

A DELAWARECORPORATION

NAHC,Inc., a corporation organized and existing under the laws of the State ofDelaware, does hereby certify that:

FIRST:NAHC, Inc. was incorporated on December 18, 1984, pursuant to the GeneralCorporation Law of the State of Delaware (the “DGCL”), the provisions of whichpermit the merger of a parent corporation organized and existing under the lawsof said State with and into a subsidiary corporation organized and existingunder the laws of said State.

SECOND:NAHC, Inc. owns one hundred percent (100%) of the outstanding shares of thecommon stock, $.01 par value per share, of J. L. Halsey Corporation, acorporation incorporated on January 14, 2002, pursuant to the DGCL, andhaving no class of stock issued and outstanding other than said common stock.

THIRD:The Board of Directors of NAHC, Inc. pursuant to a unanimous written consentdated as of January 14, 2002, in lieu of a meeting, determined to merge NAHC,Inc. with and into J. L. Halsey Corporation, and did adopt the followingresolutions:

WHEREAS,NAHC, Inc. (the “Corporation”) is the legal and beneficial owner of one hundredpercent (100%) of the outstanding shares of common stock, $.01 par value pershare (“J. L. Halsey CommonStock”), of J. L. Halsey****Corporation,a Delaware corporation (“MergerSub”);

WHEREAS,the Merger Sub****Common Stock is theonly issued and outstanding class of stock of Merger Sub;

WHEREAS,this Corporation desires to merge itself with and into Merger Sub****pursuant to the provisions of Section 253of the General Corporation Law of the State of Delaware (the “DGCL”); and

WHEREAS,the Board of Directors of this Corporation deems it advisable and in the bestinterests of this Corporation to merge with and into Merger Sub, with MergerSub****as the surviving corporation.

NOW,THEREFORE, BE IT RESOLVED, that effective upon the approval of the stockholdersand the filing of an appropriate Certificate of Ownership and Merger (the “Certificateof Ownership”) embodying these resolutions with the Secretary of State ofDelaware, this Corporation shall merge itself with and into Merger Sub, withMerger Sub****being the survivingcorporation, which will assume all of the obligations of this Corporation;

RESOLVEDFURTHER, that this Corporation be merged with and into Merger Sub and that themerger be, and it hereby is, approved and authorized;

RESOLVEDFURTHER, that the terms and conditions of the merger are as follows:

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ARTICLE 1THE MERGER

1.1.          The Merger; Effect of Merger.  At the Effective Time (as defined in Section1.2 below), the Corporation shall be merged with and into Merger Sub****pursuant to Section 253 of the DGCL and the separate existenceof this Corporation shall cease.  MergerSub, as the surviving corporation, shall succeed, insofar as permitted by law,to all rights, assets, liabilities and obligations of this Corporation inaccordance with the DGCL; provided, however, that all employment agreementsbetween this Corporation and its officers shall be assumed by NovaCareManagement Company, Inc., a Delaware corporation and indirect wholly-ownedsubsidiary of this Corporation, and will be guaranteed by Merger Sub.

1.2.          Effective Time.  The Effective Time shall be the time at whicha duly executed copy of the Certificate of Ownership with respect to the mergeris filed in the office of the Secretary of State of Delaware in accordance withthe provisions of the DGCL.

1.3.          Merger Sub****Certificateof Incorporation.  The certificate of incorporation of MergerSub, as in effect immediately prior to the Effective Time, shall be and remainthe certificate of incorporation of Merger Sub, as the surviving corporation,following the Effective Time until it shall be amended as provided by law.

1.4.          Bylaws.  The bylaws of Merger Sub, as in effectimmediately prior to the Effective Time, shall be and remain the bylaws ofMerger Sub, as the surviving corporation, following the Effective Time untilthe same shall be altered, amended or repealed.

1.5.          Merger Sub’s Directors andOfficers.  The directors and officers, respectively, ofMerger Sub****immediately prior to the EffectiveTime shall continue as the directors and officers, respectively, of Merger Sub****following the Effective Time, until their successors havebeen duly elected and qualified in accordance with the certificate ofincorporation and bylaws of Merger Sub****as thesurviving corporation.

ARTICLE 2CONVERSION OF SHARES

2.1.          Corporation Common Stock.  At the Effective Time, automatically byvirtue of the merger and without any further action by any of the partieshereto or any other person, each share of the Corporation’s Common Stock issuedand outstanding or held in the treasury of the Corporation immediately prior tothe Effective Time shall be converted into the right to receive one (1) shareof Merger Sub****Common Stock upon compliance withthe procedures specified in Article 3 below. No shares of this Corporation’s Common Stock shall be issued or outstandingafter the Effective Time.

2.2.          Merger Sub****CommonStock.  At the Effective Time, automatically byvirtue of the merger and without any further action by any of the partieshereto or any other person, each share of Merger Sub****CommonStock issued and outstanding and held by this Corporation immediately prior tothe Effective Time shall be cancelled and cease to be issued or outstandingwithout any payment being made in respect thereto.

2.3.          Stock Option Plans.  Without limiting the generality of Section1.1 hereof, at the Effective Time, Merger Sub****shallassume the following option and benefit plans of the Corporation: (a) theNovaCare, Inc. 1986 Stock Option Plan, (b) the NovaCare, Inc. Executive StockOption Plan, (c) the Rehab Systems Company 1991 Incentive Stock Option Plan,(d) the Rehabclinics, Inc. 1992 Stock Option Plan, (e) the NovaCare, Inc. 1998Stock Option Plan and (f) the NCES/NovaCare, Inc. Executive SupplementalBenefits Plan (collectively, the “Plans”). Merger Sub shall be substituted as the “Company” under the terms andprovisions of the Plans and assume all rights and obligations of thisCorporation under the Plans as theretofore in effect and all stock optionsoutstanding thereunder (the “Outstanding Options”).  The Plans and the Outstanding Options shall,pursuant to their terms, thereafter apply to shares of Merger Sub Common Stockin the same manner as they theretofore applied to shares of the CorporationCommon Stock.  Prior to the EffectiveTime, this Corporation shall take such action with respect to the Plans as isappropriate to facilitate performance of the foregoing provisions of thisSection 2.3.

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2.4.          Convertible Promissory Note.  Without limiting the generality of Section1.1 hereof, at the Effective Time, Merger Sub shall assume the rights andobligations of the Corporation under that certain convertible promissory noteissued in September, 2000, to the president of the Corporation (the “Note”).  Merger sub will be substituted as the “Company”under the Note.  The Note shall, pursuantto its terms, thereafter be convertible into Merger Sub Common Stock in thesame manner as it theretofore was convertible by the holder or holders thereofinto shares of the Corporation Common Stock. Prior to the Effective Time, this Corporation shall take such actionwith respect to the Note as is appropriate to facilitate performance of theforegoing provisions of this Section 2.4.

ARTICLE 3EXCHANGE OF STOCK CERTIFICATES

3.1.          Appointment of Exchange Agent.  At or prior to the Effective Time, Merger Sub****shall appoint a bank or trust company selected by MergerSub****as exchange agent (“Exchange Agent”)for the purpose of facilitating the exchange of certificates representingshares of this Corporation’s Common Stock (“Old Certificates”) for certificatesrepresenting shares of Merger Sub****Common Stock (“MergerSub****Certificates”).

3.2.          Exchange of Certificates.  As soon as practicable after the EffectiveTime, the Exchange Agent shall mail to each holder of record of OldCertificates a form letter of transmittal (which shall specify that deliveryshall be effected, and risk of loss and title to the Old Certificates shallpass, only upon delivery of the Old Certificates to the Exchange Agent) andinstructions for use in effecting the surrender of the Old Certificates inexchange for Merger Sub****Certificates.  Upon proper surrender of an Old Certificatefor exchange and cancellation to the Exchange Agent, together with suchproperly completed letter of transmittal, duly executed, the holder of such OldCertificate shall be entitled to receive in exchange therefor a Merger Sub****Certificate representing one (1) share of Merger Sub****Common Stock for each share represented by the surrenderedOld Certificate.

3.3.          Restriction on Payment ofDividends and Distributions.  No dividends or other distributions declaredafter the Effective Time with respect to Merger Sub****CommonStock shall be paid to the holder of any unsurrendered Old Certificate untilthe holder thereof shall surrender such Old Certificate in accordance withSection 3.2.  After the surrender of anOld Certificate in accordance with Section 3.2, the record holder thereof shallbe entitled to receive any such dividends or other distributions, without anyinterest thereon, which theretofore had become payable with respect to sharesof Merger Sub****Common Stock represented by suchOld Certificate.  Notwithstanding theforegoing, to the fullest extent permitted by law, none of Merger Sub, thisCorporation, the Exchange Agent or any other person shall be liable to anyformer holder of shares of the Corporation Common Stock for any amount properlydelivered to a public official pursuant to applicable abandoned property,escheat or similar laws.

3.4.          Issuance of Merger Sub****Certificate in a Different Name.  If any Merger Sub****Certificateis to be issued in a name other than that in which the Old Certificatesurrendered in exchange therefor is registered, it shall be a condition of theissuance thereof that the Old Certificate so surrendered shall be properlyendorsed (or accompanied by an appropriate instrument of transfer) andotherwise in proper form for transfer, and that the person requesting suchexchange shall pay to the Exchange Agent in advance any transfer or other taxesrequired by reason of the issuance of a Merger Sub****Certificatein any name other than that of the registered holder of the Old Certificatesurrendered, or required for any other reason, or shall establish to thesatisfaction of the Exchange Agent that such tax has been paid or is not payable.

3.5.          No Transfers of this Corporation’sCommon Stock after the EffectiveTime.  Afterthe Effective Time, there shall be no transfers on the stock transfer books ofthis Corporation of the shares of the Corporation Common Stock which wereissued and outstanding immediately prior to the Effective Time.  If, after the Effective Time, OldCertificates representing such shares are presented for transfer, no transfershall be effected on the stock transfer books of Merger Sub****withrespect to such shares and no Merger Sub****Certificateshall be issued representing the shares Merger Sub****CommonStock exchangeable for such shares of the Corporation Common Stock unless anduntil such Old Certificate is delivered to the Exchange Agent together withproperly completed and duly executed copies of all documents required bySection 3.2 (or such other documents as are satisfactory to Merger Sub****and the Exchange Agent in their sole discretion).

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3.6.          Lost Old Certificates.  In the event any Old Certificate shall havebeen lost, stolen or destroyed, upon the making of an affidavit of that fact bythe person claiming such Old Certificate to be lost, stolen or destroyed and,if required by Merger Sub, the posting by such person of a bond in such amountas Merger Sub****may determine is reasonablynecessary as indemnity against any claim that may be made against it withrespect to such Old Certificate, the Exchange Agent will issue, in exchange forsuch lost, stolen, or destroyed Old Certificate, a Merger Sub****Certificate representing the shares of Merger Sub****Common Stock deliverable in respect of such OldCertificate.

ARTICLE 4CONDITIONS TO MERGER

4.1.          Conditions to Merger.  The consummation of the merger is subject tothe satisfaction, or (to the extent permitted by law) waiver by thisCorporation, of the following conditions prior to the Effective Time:

(a)           Consents.  Any consents, approvals or authorizationsthat this Corporation deems necessary or appropriate to be obtained inconnection with the consummation of the merger shall have been obtained;

(b)           Stockholder Approval.  The Certificate of Ownership shall have beenadopted by the holders of this Corporation’s Common Stock in accordance withthe DGCL; and

(c)           Tax Opinion.  This Corporation shall have received, in formand substance satisfactory to it, an opinion from its counsel with respect tocertain federal income tax effects of the merger.

ARTICLE 5AMENDMENT, DEFERRAL AND TERMINATION

5.1.          Amendment.  Subject to Section 251(d) of the DGCL asincorporated by reference in Section 253 of the DGCL, the Board of Directors,may amend, modify or supplement the terms and conditions of the merger prior tothe filing of Certificate of Ownership with the Secretary of State of Delaware.

5.2.          Deferral.  Consummation of the merger may be deferred bythe Board of Directors of this Corporation or any authorized officer of thisCorporation for a reasonable period of time following the adoption of theCertificate of Ownership if said Board of Directors or authorized officerdetermines that such deferral would be advisable and in the best interests ofthis Corporation and its stockholders.

5.3.          Termination.  The merger may be abandoned at any time priorto the filing of the Certificate of Ownership with the Secretary of State ofDelaware, whether before or after adoption of the Certificate of Ownership bythe stockholders of this Corporation, by action of the Board of Directors ofthis Corporation, if said Board of Directors determines that the consummationof the merger would not, for any reason, be advisable and in the best interestsof this Corporation and its stockholders.

RESOLVEDFURTHER, that this resolution to merge be submitted to the stockholders of thisCorporation at a annual meeting to be called and held after 20 days’ or morenotice of the purpose thereof; and

RESOLVEDFURTHER, that the Chief Executive Officer of this Corporation be and hereby isauthorized to make and execute the Certificate of Ownership setting forth acopy of these resolutions providing for the merger of this Corporation intoMerger Sub****and the date of adoption hereof, andto cause the same to be filed with the Secretary of State and to do all actsand things, whatsoever, whether within or without the State of Delaware, whichmay be in any way necessary or appropriate to effect said merger.

FOURTH:That this merger has been approved by the holders of at least a majority of theoutstanding shares of stock of this Corporation entitled to vote thereon at ameeting duly called and held after 20 days’ notice of the purpose of themeeting mailed to each such stockholder at the stockholder’s address as itappears on the records of the Corporation.

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INWITNESS WHEREOF, said Corporation has caused this Certificate to be signed byDavid R. Burt, its authorized officer, this 18th day of June, 2002.
|   | NAHC, INC.             |
|--------|------------------------|
|   | a Delaware corporation |
|   |                   |
|   |                   |
|   | By:                    | /s/ David R. Burt |   |
|   |                   | David R. Burt,  its Chief Executive Officer, |
|   |                   | President and  Secretary |

 

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