EXHIBIT 3.65

                          CERTIFICATE OF INCORPORATION
                                       OF
                             K-T-F ACQUISITION CO.


                                   ARTICLE I.

         The name of the Corporation is K-T-F Acquisition Co.

                                  ARTICLE II.

         The address of the initial registered office of the Corporation is
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name
of the registered agent at such address is The Corporation Trust Company.

                                  ARTICLE III.

         The Corporation is organized for the purpose of engaging in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware, and the Corporation shall be authorized to
exercise and enjoy all powers, rights and privileges conferred upon
corporations by the laws of the State of Delaware as in force from time to
time, including, without limitation, all powers necessary or appropriate to
carry out all those acts and activities in which it may lawfully be engaged.

                                  ARTICLE IV.

         The authorized capital stock of the Corporation shall consist of 100
shares of $0.01 par value common stock.

                                   ARTICLE V.

         The name and address of the incorporator are as follows:


                  NAME                      ADDRESS

                  Barbara L. Pylant         Promenade II, Suite 3100
                                            1230 Peachtree Street; N.E.
                                            Atlanta, Georgia 30309-3592

                                  ARTICLE VI.

         The Corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time, or a
successor provision thereto, indemnify all person whom it may indemnify
pursuant thereto.


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                                  ARTICLE VII.

         No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article VII shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (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 knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law (as in effect and as
hereafter amended), or (iv) for any transaction from which the director derived
an improper personal benefit if the Delaware General Corporation Law is amended
after approval by the stockholders of this Article VII to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of each director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended. Neither the amendment nor repeal of this Article VII, not
the adoption of any provision of this Certificate of Incorporation inconsistent
with this Article VII, shall eliminate or reduce the effect of this Article VII
in respect of any acts or omissions occurring prior to such amendment, repeal
or adoption or any inconsistent provision.

                                 ARTICLE VIII.

         Election of Directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

         IN WITNESS WHEREOF, the undersigned incorporator has executed this
Certificate of Incorporation on this 19th day of April, 2001.


                                        /s/ Barbara L. Pylant
                                        ---------------------------------------
                                        Barbara L. Pylant
                                        Incorporator


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