EXHIBIT 3.15
PAGE 1
State of Delaware
Office of the Secretary of State
__________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "EVEREST MANAGEMENT, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIFTH DAY OF NOVEMBER, A.D. 1996 AT 9 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2688115 8110 AUTHENTICATION: 9046124
981157554 DATE: 04-24-98
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/25/1996
960345781 - 2688115
CERTIFICATE OF INCORPORATION
OF
EVEREST MANAGEMENT, INC.
FIRST: The name of the corporation is Everest Management, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, Wilmington, Delaware 19805 in the county of New
Castle. The name of the Corporation's registered agent is Corporation Service
Company.
THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware (the "GCL").
FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is 1,000 shares of common stock, par value $.01
per share.
FIFTH: The name and mailing address of the Corporation's incorporator
is:
Name Mailing Address
---- ---------------
Suzanne M. Hoffman c/o Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
SIXTH: The Board of Directors of the Corporation is expressly authorized
to adopt, amend or repeal the by-laws of the Corporation (the "By-Laws").
SEVENTH: Elections of directors need not be by written ballot unless
otherwise provided in the By-Laws.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8 of
the GCL or on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the
provisions of Section 279 of Title 8 of the GCL order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on this
Corporation.
NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the GCL.
TENTH: The Corporation shall indemnify each director, officer, trustee,
employee or agent of the Corporation and each person who is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise in the manner and to the fullest extent provided in Section 145 of
the GCL as the same now exists or may hereafter be amended.
The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is such incorporator's act and deed and that the
facts stated therein are true.
/s/ Suzanne M. Hoffman
--------------------------------
Dated: November 25, 1996 Suzanne M. Hoffman, Incorporator
c/o Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3683
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