<Page>
EXHIBIT 3.25
NC
17 JUL 1999
(pound)20 FEE PAID
COMPANIES HOUSE
THE COMPANIES ACT 1985
AND
THE COMPANIES ACT 1989
----------
A PRIVATE COMPANY LIMITED BY SHARES
----------
MEMORANDUM OF ASSOCIATION
OF
INSULPAK HOLDINGS LIMITED
----------
1. The Company's name is "INSULPAK HOLDINGS LIMITED".
2. The Company's Registered Office is to be situated in England and Wales.
3. The Company's objects are:-
(A) (i) To carry on the business of a holding company in all its
branches, and to acquire by purchase, lease, concession, grant,
license or otherwise deal in such businesses, options, rights,
privileges, lands, buildings, leases, underleases, stocks,
shares, debentures, bonds, obligations, securities, reversionary
interests annuities, policies of assurance and other property
and rights and interests in property as the Company shall deem
fit, and generally to hold, manage, develop, lease, sell, or
dispose of the same; and to vary any of the investments of the
Company, and to enter into, assist or participate in financial,
commercial, mercantile, industrial and other transactions,
undertakings, and business of every description.
(ii) To co-ordinate the policy and administration of any subsidiary
companies or any companies of which this Company is a Member or
which are in any manner controlled by this Company.
(iii) To carry on all or any of the businesses of building and civil
engineering contractors, land, estate and property developers,
repairers and jobbers, estate agents and managers, mortgage and
insurance brokers, and agents, surveyors, valuers and
auctioneers, builders' merchants, plant hire specialists,
painters, decorators, plumbers, haulage and transport
contractors, electricians and general engineers, financiers for
the promotion of the sale for cash or on credit, or on the
installment plan or hire purchase agreement or easy payment
system or otherwise
Presented By : THE LONDON LAW AGENCY LIMITED
TEMPLE CHAMBERS, TEMPLE AVE, LONDON EC4Y OHP Our Ref : 77106
<Page>
of goods, wares, produce, products and merchandise of every
description, and general merchants, agents and traders.
(B) To carry on any other trade or business which may seem to the Company
capable of being conveniently carried on in connection with the objects
specified in Sub-Clause (A) hereof or calculated directly or indirectly to
enhance the value of or render profitable any of the property or rights of the
Company.
(C) To purchase, take on lease or in exchange, hire or otherwise acquire and
hold for any estate or interest any lands, buildings, easements, rights,
privileges, concessions, patents, patent rights, licenses, secret processes,
machinery, plant, stock-in-trade, and any real or personal property of any kind
necessary or convenient for the purposes of or in connection with the Company's
business or any branch or department thereof.
(D) To erect, construct, lay down, enlarge, alter and maintain any roads,
railways, tramways, sidings, bridges, reservoirs, shops, stores, factories,
buildings, works, plant and machinery necessary or convenient for the Company's
business, and to contribute to or subsidise the erection, construction and
maintenance of any of the above.
(E) To borrow or raise or secure the payment of money in such manner as the
Company shall think fit for the purposes of or in connection with the Company's
business, and for the purposes of or in connection with the borrowing or raising
of money by the Company to become a member of any building society.
(F) For the purposes of or in connection with the business of the Company to
mortgage and charge the undertaking and all or any of the real and personal
property and assets, present and future, and all or any of the uncalled capital
for the time being of the Company, and to issue at par or at a premium or
discount, and for such consideration and with and subject to such rights,
powers, privileges and conditions as may be thought fit, debentures or debenture
stock, either permanent or redeemable or repayable, and collaterally or further
to secure any securities of the Company by a trust deed or other assurances. To
issue and deposit any securities which the Company has power to issue by way of
mortgage to secure any sum less than the nominal amount of such securities, and
also by way of security for the performance of any contracts or obligations of
the Company or of its customers or other persons or corporations having dealings
with the Company, or in whose businesses or undertakings the Company is
interested, whether directly or indirectly.
(G) To receive money on deposit or loan upon such terms as the Company may
approve.
(H) To lend money to any company, firm or person and to give all kinds of
indemnities and either with or without the Company receiving any consideration
or advantage, direct or indirect, for giving any such guarantee, and whether or
not such guarantee is given in connection with or pursuant to the attainment of
the objects herein stated to guarantee either by personal covenant or by
mortgaging or charging all or any part of the undertaking, property and assets
present and future and uncalled capital of the Company or by both such methods,
the performance of the obligations and the payment of the capital or principal
(together with any premium) of and dividends or interest on any debenture,
stocks, shares or other securities of any
2
<Page>
company, firm or person and in particular (but without limiting the generality
of the foregoing) any company which is for the time being the Company's Holding
or Subsidiary company or otherwise associated with the Company in business.
(I) To establish and maintain or procure the establishment and maintenance
of any non-contributory or contributory pension or superannuation funds for the
benefit of, and give or procure the giving of donations, gratuities, pensions,
allowances, or emoluments to any persons who are or were at any time in the
employment or service of the Company, or of any company which is for the time
being the Company's Holding or Subsidiary company or otherwise associated with
the Company in business or who are or were at any time Directors or officers of
the Company or of any such other company as aforesaid, and the wives, widows,
families and dependants of any such persons, and also to establish and subsidise
or subscribe to any institutions, associations, clubs or funds calculated to be
for the benefit of or to advance the interests and well-being of the Company or
of any such other company as aforesaid, or of any such persons as aforesaid, and
to make payments for or towards the insurance of any such persons as aforesaid,
and to subscribe or guarantee money for charitable or benevolent objects or for
any exhibition or for any public, general or useful object; and to establish,
set up, support and maintain share purchase schemes or profit sharing schemes
for the benefit of any employees of the Company, or of any company which is for
the time being the Company's Holding or Subsidiary company and to do any of the
matters aforesaid either alone or in conjunction with any such other company as
aforesaid.
(J) To draw, make, accept, endorse, negotiate, discount and execute
promissory notes, bills of exchange and other negotiable instruments.
(K) To invest and deal with the moneys of the Company not immediately
required for the purposes of its business in or upon such investments or
securities and in such manner as may from time to time be determined.
(L) To pay for any property or rights acquired by the Company, either in
cash or fully or partly paid-up shares, with or without preferred or deferred or
special rights or restrictions in respect of dividend, repayment of capital,
voting or otherwise, or by any securities which the Company has power to issue,
or partly in one mode and partly in another, and generally on such terms as the
Company may determine.
(M) To accept payment for any property or rights sold or otherwise disposed
of or dealt with by the Company, either in cash, by installments or otherwise,
or in fully or partly paid-up shares of any company or corporation, with or
without deferred or preferred or special rights or restrictions in respect of
dividend, repayment of capital, voting or otherwise, or in debentures or
mortgage debentures or debenture stock, mortgages or other securities of any
company or corporation, or partly in one mode and partly in another, and
generally on such terms as the Company may determine, and to hold, dispose of or
otherwise deal with any shares, stock or securities so acquired.
(N) To enter into any partnership or joint-purse arrangement or arrangement
for sharing profits, union of interests or co-operation with any company, firm
or person carrying on or proposing to carry on any business within the objects
of this Company, and to acquire and hold,
3
<Page>
sell, deal with or dispose of shares, stock or securities of any such company,
and to guarantee the contracts or liabilities of, or the payment of the
dividends, interest or capital of any shares, stock or securities of and to
subsidise or otherwise assist any such company.
(O) To establish or promote or concur in establishing or promoting any other
company whose objects shall include the acquisition and taking over of all or
any of the assets and liabilities of this Company or the promotion of which
shall be in any manner calculated to advance directly or indirectly the objects
or interests of this Company, and to acquire and hold or dispose of shares,
stock or securities and guarantee the payment of dividends, interest or capital
of any shares, stock or securities issued by or any other obligations of any
such company.
(P) To purchase or otherwise acquire and undertake all or any part of the
business, property, assets, liabilities and transactions of any person, firm or
company carrying on any business which this Company is authorised to carry on or
possessed of property suitable for the purposes of the Company, or which can be
carried on in conjunction therewith or which is capable of being conducted so as
directly or indirectly to benefit the Company.
(Q) To sell, improve, manage, develop, turn to account, exchange, let on
rent, grant royalty, share of profits or otherwise, grant licences, easements
and other rights in or over, and in any other manner deal with or dispose of the
undertaking and all or any of the property and assets for the time being of the
Company for such consideration as the Company may think fit.
(R) To amalgamate with any other company whose objects are or include
objects similar to those of this Company, whether by sale or purchase (for fully
or partly paid-up shares or otherwise) of the undertaking, subject to the
liabilities of this or any such other company as aforesaid, with or without
winding up, or by sale or purchase (for fully or partly paid-up shares or
otherwise) of all or a controlling interest in the shares or stock of this or
any such other company as aforesaid, or by partnership, or any arrangement of
the nature of partnership, or in any other manner.
(S) To subscribe for, purchase or otherwise acquire, and hold shares, stock,
debentures or other securities of any other company.
(T) To distribute among the members in specie any property of the Company,
or any proceeds of sale or disposal of any property of the Company, but so that
no distribution amounting to a reduction of capital be made except with the
sanction (if any) for the time being required by law.
(U) To give such financial assistance directly or indirectly for the purpose
of the acquisition of shares in the Company or the Company's Holding company or
for the purpose of reducing or discharging any liability incurred by any person
for the purpose of the acquisition of shares in the Company or the Company's
Holding company as may be lawful.
(V) To do all or any of the above things in any part of the world, and
either as principals, agents, trustees, contractors or otherwise, and either
alone or in conjunction with others, and either by or through agents, trustees,
sub-contractors or otherwise.
4
<Page>
(W) To do all such things as are incidental or conducive to the above
objects or any of them.
And it is hereby declared that, save as otherwise expressly provided, each of
the paragraphs of this Clause shall be regarded as specifying separate and
independent objects and accordingly shall not be in anywise limited by reference
to or inference from any other paragraph or the name of the Company and the
provisions of each such paragraph shall, save as aforesaid, be carried out in as
full and ample a manner and construed in as wide a sense as if each of the
paragraphs defined the objects of a separate and distinct company.
4. The liability of the Members is limited.
5. The Company's share capital is (pound)50,000,000 divided into 50,000,000
shares of (pound)1 each.
5
<Page>
We, the Subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of Shares
shown opposite our respective names.
<Table>
<Caption>
Number of Shares
taken by each
NAMES AND ADDRESSES OF SUBSCRIBERS Subscriber
- ----------------------------------------------------------------------------------------
/s/ [ILLEGIBLE]
For and on behalf of
LONDON LAW SERVICES LIMITED,
Temple Chambers,
Temple Avenue, One
London EC4Y OHP.
/s/ M. J. Hope
For and on behalf of
LONDON LAW SECRETARIAL LIMITED,
Temple Chambers,
Temple Avenue, One
London EC4Y OHP.
----------------
Total Shares taken Two
Dated the 15th day of July 1999.
Witness to the above Signatures: -
/s/ Colin A. Lay
COLIN A LAY,
Temple Chambers,
Temple Avenue,
London EC4Y OHP.
</Table>
<Page>
THE COMPANIES ACT 1985
AND
THE COMPANIES ACT 1989
----------
A PRIVATE COMPANY LIMITED BY SHARES
----------
ARTICLES OF ASSOCIATION
OF
INSULPAK HOLDINGS LIMITED
----------
PRELIMINARY
1. The Regulations contained in Table A in the Schedule to the
Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A
to F) (Amendment) Regulations 1985 (such Table being hereinafter referred to as
"Table A") shall apply to the Company save in so far as they are excluded or
varied hereby: that is to say, Clauses 8 and 64 of Table A shall not apply to
the Company; and in addition to the remaining Clauses of Table A, as varied
hereby, the following shall be the Articles of Association of the Company.
SHARES
2. (A) Subject to Sub-Article (B) hereof all Shares shall be under
the control of the Directors and the Directors may allot, grant options over, or
otherwise deal with or dispose of the same to such persons and generally on such
terms and in such manner as they think fit.
(B) The Directors are generally and unconditionally authorised for
the purposes of Section 80 of the Act to allot relevant securities (as defined
in Section 80 of the Act) provided that the aggregate nominal value of such
securities allotted pursuant to this authority shall not exceed the amount of
the authorised share capital with which the Company is incorporated; and that
this authority shall expire on the fifth anniversary of the incorporation of the
Company unless varied or revoked or renewed by the Company in General Meeting.
(C) The Directors shall be entitled under the authority conferred by
this Article to make at any time before the expiry of such authority any offer
or agreement which will or may require relevant securities to be allotted after
the expiry of such authority.
(D) In accordance with Section 91 of the Act, Section 89(1) and
Section 90(1) to (6) of the Act shall not apply to any allotment of equity
securities (as defined in Section 94 of the Act by the Company.
3. The Company shall have a first and paramount lien on every Share
(whether or not it is a fully paid Share) for all moneys (whether presently
payable or not) called or payable at a fixed time in respect of that Share and
the Company shall also have a first and paramount lien on all Shares (whether
fully paid or not) standing registered in the name of any person whether solely
or as one of two or more joint holders for all moneys presently payable by him
or his
<Page>
estate to the Company; but the Directors may at any time declare any Share to be
wholly or in part exempt from the provisions of this Article. The Company's lien
on a Share shall extend to any dividend or other amount payable in respect
thereof.
GENERAL MEETINGS
4. A notice convening a General Meeting shall in the case of
special business specify the general nature of the business to be transacted;
and Clause 38 of Table A shall be modified accordingly.
5. All business shall be deemed special that is transacted at an
Extraordinary General Meeting, and also all that is transacted at an Annual
General Meeting, with the exception of declaring a dividend, the consideration
of the accounts, balance sheets, and the reports of the Directors and Auditors,
the election of Directors in the place of those retiring and the appointment of,
and the fixing of the remuneration of, the Auditors.
6. Clause 41 of Table A shall be read and construed as if the last
sentence ended with the words ", and if at the adjourned Meeting a quorum is not
present within half an hour from the time appointed for the Meeting, the Meeting
shall be dissolved".
DIRECTORS
7. Unless and until the Company in General Meeting shall otherwise
determine, there shall not be any limitation as to the number of Directors. If
and so long as there is a sole Director, he may exercise all the powers and
authorities vested in the Directors by these Articles or Table A; and Clause 89
of Table A shall be modified accordingly.
8. If the resolution or instrument by which a Director is appointed
so provides, he shall be a Permanent Director and not subject to retirement by
rotation; and Clauses 73 to 75 (inclusive) of Table A shall not apply to any
Permanent Director.
9. The Directors may exercise all the powers of the Company to
borrow money, and to mortgage or charge its undertaking, property, and uncalled
capital, or any part thereof, and to issue Debentures, Debenture Stock, and
other Securities whether outright or as security for any debt, liability or
obligation of the Company or of any third party.
10. A Director may vote as a Director on any resolution concerning
any contract or arrangement in which he is interested or upon any matter arising
thereout, and if he shall so vote his vote shall be counted and he shall be
reckoned in estimating a quorum when any such contract or arrangement is under
consideration; and Clause 94 of Table A shall be modified accordingly.
INDEMNITY
11. Subject to the provisions of the Act and in addition to such
indemnity as is contained in Clause 118 of Table A, every Director, officer or
official of the Company shall be entitled to be indemnified out of the assets of
the Company against all losses or liabilities incurred by him in or about the
execution and discharge of the duties of his office.
2
<Page>
TRANSFER OF SHARES
12. The Directors may, in their absolute discretion, and without
assigning any reason therefor, decline to register any transfer of any Share,
whether or not it is a fully paid Share; and Clause 24 of Table A shall be
modified accordingly.
3
<Page>
NAMES AND ADDRESSES OF SUBSCRIBERS
/s/ [ILLEGIBLE]
For and on behalf of
LONDON LAW SERVICES LIMITED,
Temple Chambers,
Temple Avenue,
London EC4Y OHP.
/s/ M. J. Hope
For and on behalf of
LONDON LAW SECRETARIAL LIMITED,
Temple Chambers,
Temple Avenue,
London EC4Y OHP.
Dated the 15th day of July 1999.
Witness to the above Signatures: -
/s/ Colin A. Lay
COLIN A LAY,
Temple Chambers,
Temple Avenue,
London EC4Y OHP.