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                                                                    Exhibit 3.15



                              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 CETIFICATE OF
INCORPORATION OF "WERNER FINANCIAL INC.", FILED IN THIS OFFICE ON THE THIRTIETH
DAY OF MARCH, A.D. 1995, AT 9 O'CLOCK A.M.

        A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

           [SEAL - GREAT SEAL OF THE STATE OF DELAWARE - 1847-1907]

 
                                        /s/ Edward J. Freel
[SEAL - SECRETARY'S OFFICE]             -------------------------------------
[DELAWARE]                              Edward J. Freel, Secretary of State

                                        AUTHENTICATION:  7461168

                                                  Date:  04-04-95
2495781       8100

950071439        





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                         CERTIFICATE OF INCORPORATION

                                      OF

                            WERNER FINANCIAL INC.

                               ---------------


        FIRST, The name of this corporation shall be:

                            WERNER FINANCIAL INC.


        SECOND, Its registered office in the State of Delaware is to be located
at 1105 North Market Street, Suite 1300, in the city of Wilmington, County of
New Castle and its registered agent at such address is DELAWARE CORPORATE
MANAGEMENT, INC.

        THIRD.  The purpose or purposes of the corporation shall be:

                To engage in any lawful act or activity for which corporations
        may be organized under the General Corporation Law of Delaware.

        FOURTH.  The total number of shares of stock which this corporation is
authorized to issue is:

Three thousand (3,000) shares of common stock at a par value of ($.01) per
share.

        FIFTH.  The name and address of the incorporator is as follows:

                             Wendy A. Meikle
                             Suite A
                             109 Woodfield Drive
                             Greenville, PA 16125

        SIXTH.  The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

        SEVENTH.  No director shall be personally liable to the corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law, (i) for 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
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involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. No amendment to
or repeal of this Article SEVENTH shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment.

        EIGHTH.  The effective date of this filing shall be April 1, 1995.


                                        /s/ Wendy A. Meikle
                                        ------------------------------------
                                        Wendy A. Meikle
                                        Incorporator