<PAGE>   1
                                                                    EXHIBIT 3.16

                          CERTIFICATE OF INCORPORATION

                                       OF

                           FIRSTWAVE MANAGEMENT, INC.



         I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

         FIRST: NAME. The name of the Corporation is FirstWave Management, Inc.
(hereinafter referred to as the "Corporation").

         SECOND: REGISTERED OFFICE AND AGENT. The registered office of the
Corporation in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware,
19801. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

         THIRD: PURPOSE. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

         FOURTH: SERIES OF STOCK. The Corporation is authorized to issue only
one (1) class of stock. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000, consisting of 1,000 shares
of common stock, of the par value of $.01 per share (hereinafter referred to as
the "Common Stock").

         The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not the Corporation
shall have notice thereof, except as expressly provided by applicable laws.

         FIFTH: DIRECTORS. The number of Directors of the Corporation shall be
fixed by the Bylaws of the Corporation and may be increased or decreased from
time to time in such a manner as may be prescribed by the Bylaws, but in no
case shall the number be less than three (3) nor more than five (5).

         The names and mailing addresses of the persons who are to serve as
Directors of the Corporation until the first annual meeting of stockholders or
until their successors are elected and qualified are as follows:

<TABLE>
<CAPTION>
         Director's Name               Mailing Address
         ---------------               ---------------
         <S>                           <C>
         Samuel F. Eakin               4324 S. Sherwood Forest Blvd., Ste. 110
                                       Baton Rouge, Louisiana 70816

         Frank W. Eakin                4324 S. Sherwood Forest Blvd., Ste. 110
                                       Baton Rouge, Louisiana 70816

         David B. Ammons               4324 S. Sherwood Forest Blvd., Ste. 110
                                       Baton Rouge, Louisiana 70816
</TABLE>



<PAGE>   2


         SIXTH: INDEMNIFICATION. Each person who is or was or had agreed to
become a Director or officer of the Corporation, or each such person who is or
was serving or who had agreed to serve at the request of the Board of Directors
or an officer of the Corporation as an employee or agent of the Corporation or
as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted from time to time by the General
Corporation Law of the State of Delaware or any other applicable law as
presently or hereafter in effect. Without limiting the generality or the effect
of the foregoing, the Corporation may enter into one or more agreements with
any person which provide for indemnification greater or different that provided
in this Article SIXTH. Any amendment or repeal or this Article SIXTH shall not
adversely affect any right or protection existing hereunder immediately prior
to such amendment or repeal.

         SEVENTH: DIRECTOR LIABILITY. To the full extent permitted by the
General Corporation Law of the State of Delaware or any other applicable laws
presently or hereafter in effect, no Director of the Corporation shall be
personally liable to the Corporation or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a Director of
the Corporation. Any amendment or repeal this Article SEVENTH shall not
adversely affect any right or protection of a Director of the Corporation
existing immediately prior to such amendment or repeal.

         EIGHTH: AMENDMENT. The Corporation reserves the right to amend or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and this Certificate of
Incorporation, and all rights conferred upon stockholders herein are created
subject to this reservation.

         NINTH: INCORPORATOR. The name and mailing address of the incorporator
is Robert T. Bowsher, One American Place, Suite 2300, Baton Rouge, Louisiana,
70825.

         IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this
12th day of November, 1998.



                                     /s/ Robert T. Bowsher
                                -----------------------------------
                                Robert T. Bowsher, Incorporator