EXHIBIT 3.1.62

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                             SCI U.K. TRADING, INC.
                                      INTO
                             SCI U.K. HOLDING, INC.

                         (PURSUANT TO SECTION 253 OF THE
                      GENERAL CORPORATION LAW OF DELAWARE)

         SCI U.K. HOLDING, INC., a Delaware corporation (the "Corporation"),
         does hereby certify:

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

         SECOND: That the Corporation owns all of the outstanding shares of each
         class of the capital stock of SCI U.K. Trading, Inc., a Delaware
         corporation.

         THIRD: That the Corporation, by the following resolutions of its Board
         of Directors, duly adopted by unanimous consent dated as of the 19th
         day of October, 1987, determined to merge into itself SCI U.K. Trading,
         Inc. on the conditions set forth in such resolutions:

                  RESOLVED, that SCI U.K. Holding, Inc. merge into itself its
                  subsidiary, SCI U.K. Trading, Inc., and assume all of said
                  subsidiary's liabilities and obligations;

                  FURTHER RESOLVED, that the President and Secretary of SCI U.K.
                  Holding, Inc. be and they hereby are directed to make, execute
                  and acknowledge a certificate of ownership and merger setting
                  forth a copy of the resolution to merge said SCI U.K. Trading,
                  Inc. into SCI U.K. Holding, Inc. and to assume said
                  subsidiary's liabilities and obligations, and to file the same
                  in the office of the Secretary of State of Delaware and a
                  certified copy thereof in the Office of the Recorder of Deeds
                  of the County of New Castle, Delaware.



         IN WITNESS WHEREOF, said SCI U.K. Holding, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by A. Eugene
Sapp, Jr., its President, and D. Lynn Cox, its Secretary, as of the 19th day of
October, 1987.

                                              SCI U.K. Holding, Inc.

                                              By: /s/ A. Eugene Sapp, Jr.
                                                 -------------------------------
                                                 A. Eugene Sapp, Jr.
                                                 President
ATTEST:

By: /s/ D. Lynn Cox
   -----------------------------------
   D. Lynn Cox
   Secretary

                                       -2-



                            CORPORATE ACKNOWLEDGEMENT

STATE OF ALABAMA
COUNTY OF MADISON

         Be it remembered that on this 19th day of October, 1987, personally
came before me, Eunice Betts, a notary public in and for the county and state
aforesaid, A. Eugene Sapp, Jr., president of SCI U.K. Holding, Inc., a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he
the said A. Eugene Sapp, Jr., as such president, duly executed the said
certificate before me and acknowledged the said certificate to be his act and
deed and the act and deed of said corporation and the facts stated therein are
true; that the signature of the president of said corporation to the foregoing
certificate is the handwriting of the said president of said corporation, and
that the seal affixed to said certificate, and attested by the secretary of said
corporation, is the common or corporate seal of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                           /s/  Eunice Betts              (SEAL)
                                         ---------------------------------
                                         Notary Public