<Page>

                                                                    EXHIBIT 3.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                           HERITAGE ACQUISITION CORP.

          1. NAME. The name of the corporation is Heritage Acquisition Corp.
(the "Corporation").

          2. REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
the Corporation in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of the Corporation's registered agent is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

          3. CORPORATE PURPOSES. 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 (the "Corporation Law").

          4. AUTHORIZED CAPITAL. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 1,000
shares of common stock, par value $.01 per share (the "Stock").

          The powers, preferences and rights and the qualifications, limitations
and restrictions of the Stock are as set forth below:

          (a)  DIVIDENDS. When, as and if dividends are declared on the Stock,
whether payable in cash, in property or in securities of the Corporation, the
holders of shares of the Stock shall be entitled to share equally, share for
share, in such dividends.

          (b)  VOTING RIGHTS. Except as otherwise provided by law and this
Certificate of Incorporation, the holders of shares of the Stock shall be
entitled to one vote per share on all matters to be voted on by the Stockholders
of the Corporation.

          (c)  NO PRE-EMPTIVE RIGHTS. No holder of the Stock shall, except as
provided herein, be entitled as a matter of right to subscribe for or purchase,
or have any preemptive right with respect to, any part of any new or additional
issue of stock of any class whatsoever, or of securities convertible into any
stock of any class whatsoever, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of dividend.

          5. MANAGEMENT OF BUSINESS. The following provisions are inserted for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:

<Page>

          5.1. BYLAWS. The original Bylaws of the Corporation shall be adopted
by the sole incorporator. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the Bylaws of the Corporation.

          5.2. NUMBER AND ELECTION OF DIRECTORS. The number of directors from
time to time shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation. The election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

          6. INDEMNIFICATION BY THE CORPORATION; LIABILITY OF DIRECTORS. The
directors of the Corporation shall be entitled to the benefits of all
limitations on the liability of directors generally that are now or hereafter
become available under the Corporation Law, and the Corporation shall indemnify
all persons whom it is permitted to indemnify to the full extent permitted by
Section 145 of the Corporation Law, as amended from time to time. Without
limiting the generality of the foregoing, no director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Section 6 shall be prospective only,
and shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

          7. INCORPORATOR. The name and mailing address of the sole incorporator
is as follows:

                 NAME                            MAILING ADDRESS

                 David J. Hengen              Dechert Price & Rhoads
                                              30 Rockefeller Plaza
                                              New York, New York 10112

          The undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this Certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly has hereunto
set his hand this 27th day of January 1999.


                                              /s/ David J. Hengen
                                              -----------------------
                                              David J. Hengen