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                                                                    EXHIBIT 3.5

                         CERTIFICATE OF INCORPORATION
                                      OF
                             LMRC HOLDING CORP.,
                            a Delaware corporation

                        FIRST.  The name of the corporation is LMRC HOLDING 
        CORP. (hereinafter, the "Corporation").

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

                         THIRD. The nature of the business of or purpose to be
        conducted or promoted by 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 (the "General Corporation
        Law").

                         FOURTH. The total number of shares of capital stock
        which the Corporation shall have authority to issue is 1,000 shares of
        common stock, par value $.01 per share.

                         FIFTH. The Board of Directors is authorized to make,
        alter or repeal the By-Laws of the Corporation. Election of directors
        need not be by written ballot unless the By-Laws so provide.

                         SIXTH. The name and mailing address of the sole
        incorporator is:


                          Name                             Mailing Address
                          ----                             ---------------
                   Kenneth A. Fuchs                       Winston & Strawn
                                                          35 West Wacker Drive
                                                          Chicago, IL 60601
                                                       
                          SEVENTH. A director of the Corporation shall not be
        liable to the Corporation or its stockholders for monetary damages for
        breach of fiduciary duty as a director, except to the extent such
        exemption from liability or limitation thereof is not permitted under
        the General Corporation Law of the State of Delaware as the same exists
        or may hereafter be amended. Any repeal or modification of the first
        sentence of this Article SEVENTH shall not adversely affect any right
        or protection of a director of the Corporation existing hereunder with
        respect to any act or omission occurring prior to such repeal or
        modification.

                           EIGHTH.  The Corporation reserves the right to amend,
        alter, change or repeal any provision contained in this Certificate of
        Incorporation in the manner now or hereafter prescribed herein and by
        the General Corporation Law, and all rights conferred upon stockholders
        herein are granted subject to this reservation.


                            [signature page follows]
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        IN WITNESS WHEREOF, the undersigned has executed this Certificate this 
9th day of September, 1997.

                                                   /s/ Kenneth A. Fuchs
                                                   ---------------------
                                                   Kenneth A. Fuchs 
                                                   Sole Incorporator