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                                                                   EXHIBIT T3A-8

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PIONEER (EAST), INC.

                  FIRST: The name of the Corporation is Pioneer (East), Inc.
(the "Corporation").

                  SECOND: The registered office of the Corporation in the State
of Delaware is located at 900 Market Street, Suite 200, Wilmington, County of
New Castle, Delaware 19801. The registered agent of the Corporation at that
address is Griffin Corporate Services, Inc.

                  THIRD: 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; provided that the Corporation's
activities shall be confined to the management and maintenance of its intangible
investments and the collection and distribution of the income from such
investments or from tangible property physically located outside Delaware, all
as defined in, and in such manner to qualify for exemption from income taxation
under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the
corresponding provision of any subsequent law.

                  FOURTH: The Corporation shall have authority to issue 1,000
shares of common stock, having a par value of $.01 (one cent) per share.

                  FIFTH: The Corporation shall indemnify directors and officers
of the Corporation to the fullest extent permissible by law.

                  SIXTH: The directors of the Corporation shall incur no
personal liability to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director; provided, however, that the
directors of the Corporation shall continue to be subject to


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liability (i) for any breach of their duty of loyalty to the Corporation or to
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the directors derived any improper personal benefit. In
discharging the duties of their respective positions, the board of directors,
committees of the board, individual directors and individual officers may, in
considering the best interest of the Corporation, consider the effects of any
actions upon employees, suppliers and customers of the Corporation communities
in which offices or other establishments of the Corporation are located, and all
other pertinent factors. In addition, the personal liability of the directors
shall further be limited to the fullest extent permitted by any future
amendments to Delaware law.

                  SEVENTH: The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors, the number of
members of which shall be set forth in the by-laws of the Corporation. The
directors need not be elected by ballot unless required by the by-laws of the
Corporation.

                  EIGHTH: Meetings of the stockholders will be held within the
State of Delaware. The books of the Corporation will be kept (subject to the
provisions contained in the General Corporation Law) in the State of Delaware at
such place or places as may be designated from time to time by the board of
directors or in the by-laws of the Corporation.

                  NINTH: In the furtherance and not in limitation of the
objects, purposes and powers prescribed herein and conferred by the laws of the
State of Delaware, the board of directors is expressly authorized to make, amend
and repeal the by-laws.

                  TENTH: The Corporation reserves the right to amend or repeal
any provision contained in the Certificate of Incorporation in the manner now or
hereinafter


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prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to the reservation.

                  ELEVENTH: The Corporation shall have no power and may not be
authorized by its stockholders or directors (i) to perform or omit to do any act
that would cause the Corporation to lose its status as a corporation exempt from
the Delaware Corporation income tax under Section 1902(b)(8) of Title 30 of the
Delaware Code, or under the corresponding provision of any subsequent law, or
(ii) to conduct any activities outside of Delaware which could result in the
Corporation being subject to tax outside of Delaware.

                  TWELFTH: The name and mailing address of the incorporator is
Barbara A. Steen, 900 Market Street, Suite 200, Wilmington, Delaware 19801.

                  THIRTEENTH: The powers of the incorporation shall terminate
upon election of directors.

                  I, THE UNDERSIGNED, being the incorporator hereinbefore named
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 5th day of June, 1996.


                                      /s/ Barbara A. Steen
                                      ------------------------------------------
                                      Barbara A. Steen, Incorporator



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