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                                                                    Exhibit 3.97

                            CERTIFICATE OF FORMATION
                                       OF
                            CLARIDGE ORGANIZATION LLC

              This Certificate of Formation of Claridge Organization LLC, dated
as of November 30, 2000, is being duly executed and filed by the undersigned to
form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C. Section 18-101, ET SEQ.).

              1.     NAME. The name of the limited liability company formed
hereby is Claridge Organization LLC (the "COMPANY").

              2.     REGISTERED OFFICE. The address of the registered office of
the Company in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle, Delaware 19801.

              3.     REGISTERED AGENT. The name and address of the registered
agent for service of process on the Company in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle, Delaware 19801.

              4.     INDEMNIFICATION. The debts, obligations and liabilities of
the Company, whether arising in tort, contract or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no Member (as such term
is defined in the Company's Limited Liability Company Agreement) or member of
the Board or Directors of the Company shall be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a member
or acting as a member of the Board of Directors of the Company. A member of the
Board of Directors of the Company shall, to the maximum extent permitted by the
laws of Delaware, have no personal liability to the Company or its Member for
monetary damages for breach of fiduciary duty as a member of the Board of
Directors, provided that this provision shall not eliminate or reduce the
liability of a member of the Board of Directors in any case where such
elimination or reduction is not permitted by law.

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              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.


                                                     /s/ Jose Misrahi
                                                     ---------------------------
                                                     Name:  Jose Misrahi
                                                     Title:  Organizer

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