<PAGE>   1

                                                                     Exhibit 3.1


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       DAIRY MART CONVENIENCE STORES, INC.

                           under Sections 242 and 245

                                     of the

                        Delaware General Corporation Law

                  Dairy Mart Convenience Stores, Inc., a corporation, organized
and existing under the laws of the State of Delaware, hereby certifies as
follows:


                  FIRST:   The name of the Corporation is Dairy Mart Convenience
                           Stores, Inc.

                  SECOND:  The Certificate of Incorporation of the Corporation
                           was filed with the Secretary of the State of Delaware
                           on the 8th day of February 1972, under the name Giant
                           Dairy Mart Corporation.


                  THIRD:   This Restated certificate of Incorporation restates
                           and integrates and further amends the Certificate of
                           Incorporation of the Corporation by amending Article
                           IV to increase the number of shares of the
                           Corporation's authorized Common Stock par value $.01
                           per share, from 10,000,000 shares to 30,000,000
                           shares, which increase consists of an increase in the
                           number of shares of Class A Common Stock, par value
                           $.01 per share, from 7,000,000 shares to 20,000,000
                           shares, and an increase in the number of shares of
                           Class B Common Stock, par value $.01 per share, from
                           3,000,000 shares to 10,000,000 shares.

                  FOURTH:  The test of the Restated Certificate of
                           Incorporation, as amended or supplemented heretofore,
                           is further amended hereby to read as herein set forth
                           in full:

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                  FIFTH:   This Restated Certificate of Incorporation was duly
                           adopted by the Stockholders of the Corporation in
                           accordance with Sections 242 and 245 of the General
                           Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, Dairy Mart Convenience Stores, Inc. has
caused this certificate to be signed by Mitchell J. Kupperman, its Executive
Vice President, and attested by Gregory Wozniak, its Assistant Secretary, this
13th day of June, 1991.

                                    DAIRY MART CONVENIENCE STORES, INC.


                                    By  /s/ Mitchell J. Kupperman
                                       ------------------------------------
                                           Mitchell J. Kupperman
                                           Its Executive Vice President

ATTEST:

By  /s/ Gregory Wozniak
  -------------------------------
    Gregory Wozniak
    Its Assistant Secretary


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                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                       DAIRY MART CONVENIENCE STORES, INC.

                                    ARTICLE I

                  The name of the corporation is Dairy Mart Convenience Stores,
Inc. (hereinafter the "Corporation").

                                   ARTICLE II

                  The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street in the City of Wilmington, county of New
Castle. The name of its registered agent at the address is The Corporation Trust
Company.

                                   ARTICLE III

         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 Delaware.

                                   ARTICLE IV

                  A. AUTHORIZED CAPITAL STOCK. The aggregate number of shares
which the Corporation shall have authority to issue is 31,000,000 shares,
consisting of:

                           1.       1,000,000 shares of Serial Preferred Stock,
                                    par value $.01 per share;

                           2.       30,000,000 shares of Common Stock, par value
                                    $.01 per share.

                  B. SERIAL PREFERRED STOCK. The Board of Directors is
authorized at any time, and from time to time, to provide for the issuance of
shares of Serial Preferred Stock in one or more series, and to determine the
designations, preferences, limitations and relative or other rights of the
Serial Preferred Stock or any series thereof. For each series, the Board of
Directors shall determine, by resolution or resolutions adopted 


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                                      -2-


prior to the issuance of any shares thereof, the designations, preferences,
limitations and relative or other rights thereof, including but not limited to
the following relative rights and preferences, as to which there may be
variations among different series:

                           1.       The rate and manner of payment of dividends,
                                    if any;

                           2.       Whether shares may be redeemed and, if so,
                                    the redemption price and the terms and
                                    conditions of redemption;

                           3.       The amount payable for shares in the event
                                    of liquidation, dissolution or other winding
                                    up of the Corporation;

                           4.       Sinking fund provisions, if any, for the
                                    redemption or purchase of shares;

                           5.       The terms and conditions, if any, on which
                                    shares may be converted or exchanged;

                           6.       Voting rights, if any; and

                           7.       Any other rights and preferences of such
                                    shares, to the full extent now or hereafter
                                    permitted by the laws of the State of
                                    Delaware.

                  The Board of Directors shall have the authority to determine
the number of shares that will comprise each series.

                  Prior to the issuance of any shares of a series, but after
adoption by the Board of Directors of the resolution establishing such series,
the appropriate officers of the Corporation shall file such documents with the
State of Delaware as may be required by law.

                  C. COMMON STOCK. The total number of shares of Common Stock
the corporation has authority to issue is 30,000,000 shares, consisting of
20,000,000 shares of Class A Common Stock with a par value of $.01 per share and
10,000,000 shares of Class B Common Stock with a par of $.01 per share. Class A
Common Stock and Class B Common Stock shall be identical in all respects and
shall have equal rights and privileges, except as otherwise expressly provided
herein. The relative powers, preferences, rights, qualification, limitations and
restrictions of the shares of each of the classes of Common Stock are as
follows:

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                  1. CASH OR PROPERTY DIVIDENDS. Subject to section 4(c)(2),
whenever a dividend is paid to the holders of Class B Common Stock, the
corporation shall also pay to the holders of Class A Common Stock a dividend per
share at least equal to the dividend per share paid to the holders of the Class
B Common Stock. The corporation may pay dividends to holders of Class A Common
Stock in excess of dividends paid, or without paying dividends, to holders of
Class B Common Stock.

                  2. STOCK DIVIDENDS. If at any time a dividend is to be paid in
Class B Common Stock or Class A Common Stock (a "stock dividend"), such stock
dividend may be declared and paid only as follows:

                           (i) So long as no Class A Common Stock has been
issued and is outstanding, Class A Common Stock may be paid to holders of Class
B Common Stock

                           (ii) So long as shares of both classes are issued and
outstanding, Class A Common Stock may be paid only to holders of Class A Common
Stock and Class B Common Stock may be paid only to holders of Class B Common
Stock, and whenever a stock dividend is paid, the same number of shares shall be
paid in respect of each outstanding share of Class A or Class B Common Stock.

                  3. STOCK SUBDIVISIONS AND COMBINATIONS. The Corporation shall
not subdivide or combine stock of any class without at the same time making a
proportionate subdivision or combination of the other class.

                  4. VOTING. Voting power shall be divided between classes of
stock as follows:

                  (a) With respect to the election of directors, holders of
Class A Common Stock voting as a separate class shall be entitled, subject to
paragraph 4(e), to elect that number of directors which constitutes 25% of the
authorized number of members of the Board of Directors and, if such 25% is not a
whole number, then the holders of Class A Common Stock shall be entitled to
elect the nearest higher whole number of directors that is at least 25% of such
membership. Holder of Class B Common Stock voting as a separate class shall be
entitled, subject to paragraph 4(f), to elect the remaining directors. Directors
elected by the holders of Class A Common Stock, voting as a separate class, and
directors elected by one or more other directors to fill vacancies created by
the death, resignation or removal of directors elected by such class, shall be
designated as "Class A Directors." Directors elected by the holders of

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Class B Common Stock, voting as a separate class, and director selected by one
or more other directors to fill vacancies created by the death, resignation or
removal of directors elected by such class, shall be designated as "Class B
Directors." Directors elected by the holders of Class A and Class B Common Stock
voting together as a single class pursuant to paragraph 4(e) or paragraph 4(f),
and directors elected by one or more other directors to fill vacancies created
by death, resignation or removal of directors so elected, shall be designated as
"Joint Directors."

                  (b) Holders of Class A Common Stock shall be entitled to vote
as a separate class on the removal, with or without cause, of any Class A
Director. Holders of Class B Common Stock shall be entitled to vote as a
separate class on the removal, with or without cause, of any Class B Director.
Holders of Class A and Class B Common Stock shall be entitled to vote together
as a single class, as provided for in paragraph 4(g), on the removal, with or
without cause, of any Joint Director.

                  (c) The holders of the Class a Common Stock and the holders of
the Class B Common Stock shall be entitled to vote as separate classes only (A)
when required by law to do so irrespective of the limitations placed herein on
the voting rights of such stockholders, or (B) where a separate class vote is
required by specific provision therefor in this Certificate of Incorporation.
Holders of Class A Common Stock and Class B Common Stock shall vote as a single
class, as provided for in paragraph 4(g), in order to amend this Certificate of
Incorporation so as to increase or decrease the aggregate number of authorized
shares of any class or classes of stock, and no class vote of either class shall
be required for such amendment.

                  (d) Any vacancy in the office of a Class A Director may be
filled by a vote of holders of Class A Common Stock voting as a separate class.
Any vacancy in the office of a Class B Director may be filled by a vote of
holders of Class B Common Stock voting as a separate class. Any vacancy in the
office of a Joint Director may be filled by a vote of holders of Class A and
Class B Common Stock, voting together as a single class as provided for in
paragraph 4(g). Notwithstanding anything in this section 4 to the contrary, any
vacancy in the office of a director of any class may be filled by the vote of
the majority of the directors in such class, by the sole remaining director in
such class or, in the event that there are no remaining directors in such class,
by the vote of the majority of the other directors or by the sole remaining
director, regardless, in each instance, of any quorum requirements set out in
the By-laws. Any director 

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                                      -5-




elected by some or all of the directors to fill a vacancy shall serve until the
next Annual Meeting of Stockholders and until his or her successor has been
elected and has qualified. If permitted by the By-laws, the Board of Directors
may increase the number of directors and any vacancy so created may be filled by
the Board of Directors; provided, that, so long as the holders of Class A Common
Stock have the rights provided in paragraphs 4(a) and this paragraph 4(d) in
respect of the last preceding Annual Meeting of Stockholders, the Board of
Directors may be so enlarged by the Board of Directors only to the extent that
at least 25% of the enlarged Board consists of Class A Directors.

                  (e) Holders of Class A Common Stock will not have the rights
to elect directors set forth in paragraphs 4(a) and 4(d) if, on the record date
for the stockholder meeting at which such directors are to be elected, or on the
record date for any written consent of stockholders pursuant to which directors
are elected, the number of issued and outstanding shares of Class A Common Stock
is less than 10% of the aggregate number of issued and outstanding shares of
Class A Common Stock and Class B Common Stock. In such case, all directors to be
elected shall be elected by holders of Class A Common Stock and Class B Common
Stock voting together as a single class, provided that, with respect to said
election, the holders of Class A Common Stock shall have one-tenth vote per
share and holders of Class B Common Stock shall have one vote per share.

                  (f) Holders of Class B Common Stock will not have the rights
to elect directors set forth in paragraphs 4(a) and 4(d) if, on the record date
for the stockholder meeting at which directors are elected, or on the record
date for any written consent of stockholders pursuant o which directors are
elected, the number of issued and outstanding shares of Class B Common Stock is
less than 12.5% of the aggregate number of issued and outstanding shares of
Class A Common Stock and Class B Common Stock. In such case, holders of Class A
Common Stock voting as a separate class, shall have the right to elect 25% of
the members of the Board of Directors as provided in paragraph 4(a), and holders
of Class A Common Stock and holders of Class B Common Stock voting together as a
single class shall be entitled to elect the remaining directors, provided that,
with respect to said election, the holders of Class A Common Stock shall have
one-tenth vote per share and holders of Class B Common Stock shall have one vote
per share.

                  (g) Holders of Class A and Class B Common Stock shall in all
matters not otherwise specified in this section 4 vote together as a single
class, provided that, with respect to all 

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                                      -6-



such matters, the holders of Class A Common Stock shall have one-tenth vote per
share and the holders of Class B Common Stock shall have one vote per share.

                  (h) Notwithstanding anything in this section 4 to the
contrary, the holders of Class A Common Stock shall have exclusive voting power
on all matters at any time when no Class B Common Stock is issued and
outstanding, and the holders of Class B Common Stock shall have exclusive voting
power on all matters at any time when no Class A Common Stock is issued and
outstanding.

         5. CONVERSION. All preexisting issued and outstanding Common Stock of
the Corporation shall automatically constitute, without any action on the part
of the holders of any such stock or on the part of the Corporation, Class B
Common Stock. As used herein, "preexisting Common Stock" means Common Stock
issued prior to September 15, 1985 or pursuant to the exercise of an option
granted prior to September 15, 1985 to the extent that the agreement evidencing
any such option does not provide otherwise. Each holder of record of Class B
Common Stock may at any time or from time t time, in such holder's sole
discretion and at such holder's option, convert any whole number or all of such
holder's shares of Class B Common Stock at the rate of one share of Class A
Common Stock for each share of Class B Common Stock surrendered for conversion.
Any such conversion may be effected by any holder of Class B Common Stock
surrendering such holder's certificate or certificates for the Class B Common
Stock to be converted, duly endorsed, at the office of the corporation or any
transfer agent for the Class B Common Stock, together with a written notice to
the corporation at such office that such holder elects to convert all or a
specified number of shares of Class B Common Stock and stating the name or names
in which such holder desires the certificate or certificates for such Class A
Common Stock to be issued. Promptly thereafter, the corporation shall issue and
deliver to such holder, or such holder's nominee or nominees, a certificate or
certificates for the number of shares of Class A Common Stock to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made at the close of business at the date of such surrender and the person
or person entitled to receive the Class A Common Stock issuable on such
conversion shall be treated for all purposes as the record holder or holders of
such Class A Common Stock on that date.

         Authorized but unissued Class A Common Stock, to the extent that such
stock may be necessary to meet any exercise of the conversion privilege of
issued and outstanding Class B Common 


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                                      -7-



Stock, shall be held by the Corporation, without the necessity of a declaration
by the Directors, in reserve, to be issued only in satisfaction of the
conversion privilege of the issued and outstanding Class B Common Stock. No
Class B Common Stock may be issued unless the authorized but unissued and
unreserved shares of Class A Common Stock are sufficient to satisfy the
conversion privilege which ill exist with respect to such Class B Common Stock
when issued.

                  (a) LIQUIDATION. In the event of any liquidation, dissolution
or winding up of the Corporation, the holders of the Class A Common Stock and
the holders or Class B Common Stock shall participate equally per share in any
distribution to stockholders, without distinction between classes.

                                    ARTICLE V

         The corporation is to have perpetual existence.

                                   ARTICLE VI

         The Board of Directors of the Corporation is expressly authorized to
make, alter, amend or repeal the Bylaws of the Corporation.


                                   ARTICLE VII

         The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo


<PAGE>   10
                                      -8-



contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

         The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the Court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the first two paragraphs of this
Article VII, or in defense of any claim, issue or matter therein he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
by him in connection therewith.

         Any indemnification under either the first or second paragraph of this
Article VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in the particular
paragraph. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum if disinterested directors
so 


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                                      -9-



directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

         Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VII.

         The indemnification and advancement of expenses provided by or granted
pursuant to the other provisions of this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided, authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.

         Notwithstanding any other provision of this Article VII, to the full
extent permitted by law, no director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (I) for any breach of the
director's duty of loyalty to the Corporation or its 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 


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                                      -10-



Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

                                  ARTICLE VIII

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

                  To authorized and cause to be executed mortgages, security
         agreements and other liens upon the real and personal property of the
         Corporation;

                  To set apart out of any of the funds of the Corporation
         available for dividends a reserve or reserves for any proper purpose
         and to abolish any such reserve in the manner in which it was created;

                  By a majority of the whole board, to designate one or more
         committees, each committee to consist of two or more of the directors
         of the Corporation. The board may designate one or more directors as
         alternate members of any committee and may replace any absent or
         disqualified member at any meeting of the committee. Any such
         committee, to the extent provided in the resolutions or in the By-laws
         of the Corporation, shall have and may exercise the powers of the Board
         of Directors in the management of the business and affairs of the
         Corporation, and may authorize the seal of the Corporation to be
         affixed to all papers which may require it; provided, however, the
         By-laws may provide that in the absence or disqualification of any
         member committee or committees, the member or members thereof present
         at any meeting and not disqualified from voting, whether or not he or
         they constitute a quorum, may unanimously appoint another member of the
         Board of Directors to act at the meeting in the place of any such
         absent or disqualified member;

                  When and as authorized by the affirmative vote of the holders
         of a majority of the stock issued and outstanding having voting power
         given at a stockholders' meeting duly called upon such notice as is
         required by statute, or when authorized by the written consent of the
         holders of a majority of the voting stock issued and outstanding, to
         sell, lease or exchange all or substantially all of the property and
         assets of the Corporation, including its good will and its corporate
         franchises upon such terms and conditions and for such consideration,
         which my consist in whole or in part of money or property including
         shares of 


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                                      -11-



         stock, in and/or other securities of, any other corporation or
         corporations, as its Board of Directors shall deem expedient and for
         the best interests of the Corporation.


                                   ARTICLE IX

         Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of 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. Elections of Directors
need not be by written ballot unless the By-laws of the Corporation shall so
provide.

                                    ARTICLE X

         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 by law, and all rights and powers conferred herein on
stockholders and directors are subject to this reserved power.

                                   ARTICLE XI

              CERTAIN PROVISIONS RELATING TO BUSINESS COMBINATIONS,
                      BOARD OF DIRECTORS, AND OTHER MATTERS

         11.1 Definitions and Related Matters.
              --------------------------------

         11.1(a) AFFILIATE. An "Affiliate" of, or a Person "affiliated with," a
specified Person, means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.

         11.1(b) ASSOCIATE. The term "Associate" used to indicate a relationship
with any Person means:

                  (1) Any corporation or organization (other than the
         Corporation or a Subsidiary of the Corporation),or any subsidiary or
         parent thereof, of which such Person is an officer or partner or is,
         directly or indirectly, the Beneficial Owner of ten percent or more of
         any class of equity securities;


<PAGE>   14
                                      -12-



                  (2) Any trust or other estate in which such Person has a ten
         percent or greater beneficial interest or as to which such Person
         serves as trustee or in a similar fiduciary capacity;

                  (3) Any relative or spouse of such Person, or any relative of
         such spouse, who has the same home as such Person; or

                  (4) Any investment company registered under the Investment
         Company Act of 1940 for which such Person or any Affiliate or Associate
         of such Person serves as investment adviser.

         11.1(c) BENEFICIAL OWNER. A Person shall be considered the "Beneficial
Owner" of any shares of stock (whether or not owned of record):

                  (1) With respect to which such person or any Affiliate or
         Associate of such Person directly or indirectly has or shares (i)
         voting power, including the power to vote or to direct the voting of
         such shares of stock and/or (ii) investment power, including the power
         to dispose of or to direct the disposition of such shares of stock;

                  (2) Which such Person or any Affiliate or Associate of such
         Person has (i) the right to acquire (whether such right is exercisable
         immediately or only after the passage of time) pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         and/or (ii) the right to vote pursuant to any agreement, arrangement or
         understanding (whether such right is exercisable immediately or only
         after the passage of time; or

                  (3) Which are Beneficially Owned within the meaning of (1) or
         (2) of this Section 11.1(c) by any other Person with which such
         first-mentioned Person or any of its Affiliates or Associates has any
         agreement, arrangement or understanding, written or oral, with respect
         to acquiring, holding, voting or disposing of any shares of stock of
         the Corporation or any Subsidiary of the Corporation or acquiring,
         holding or disposing of all or substantially all, or any Substantial
         Part, of the assets or businesses of the Corporation or a Subsidiary of
         the Corporation.


<PAGE>   15
                                      -13-



         For the purpose only of determining whether a Person is the Beneficial
Owner of a percentage specified in this Article XI of the outstanding Voting
Shares, such shares shall be deemed to include any Voting Shares which may be
issuable pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants, options or otherwise
and which are deemed to be Beneficially Owned by such Person pursuant to the
foregoing provisions of this Section 11.1(c).

         11.1(d) BUSINESS COMBINATION. A "Business Combination" means:

                  (1) The sale, exchange, lease, transfer or other disposition
         to or with a Related person or any Affiliate or Associate of such
         Related Person by the Corporation or any of its Subsidiaries (in a
         single transaction or a series of related transaction) of all or
         substantially all, or any Substantial Part, of its or their assets or
         businesses (including, without limitation, any securities issued by a
         Subsidiary);

                  (2) The purchase, exchange, lease or other acquisition by the
         Corporation or any of its Subsidiaries (in a single transaction or a
         series of related transactions) of all or substantially all, or any
         Substantial Part, of the assets or business of a Related Person or any
         Affiliate or Associate of such Related Person;

                  (3) Any merger or consolidation of the Corporation or any
         Subsidiary thereof into or with a Related person or any Affiliate or
         Associate of such Related Person or into or with another Person which,
         after such merger or consolidation, would be an Affiliate or an
         Associate or a Related Person, in each case irrespective of which
         Person is the surviving entity in such merger or consolidation;

                  (4) Any reclassification of securities, recapitalization or
         other transaction (other than a redemption in accordance with the terms
         of the security redeemed) which has the effect, directly or indirectly,
         of increasing the proportionate amount of Voting Shares of the
         Corporation or any Subsidiary thereof which are Beneficially Owned by a
         Related Person, or any partial or complete liquidation, spin-off,
         splitter or split-up of the Corporation or any Subsidiary thereof;
         provided, however, that this Section 11.1(d)(4) shall not relate to any
         transactions of the types specified herein that has been approved by a


<PAGE>   16
                                      -14-



         majority of the Whole Board of Directors and a majority (but in any
         event not less than four) of the Continuing Directors; or

                  (5) The acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of Voting Shares or securities
         convertible into Voting Shares or any voting securities or securities
         convertible into voting securities of any Subsidiary of the
         Corporation, or the acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of any rights, warrants or options to
         acquire any of the foregoing or any combinations of the foregoing
         Voting Shares or voting securities of a Subsidiary.

         As used in this definition, a "series of related transaction" shall be
deemed to include not only a series of transactions with the same Related
Person, but also a series of separate transactions with a Related Person or any
Affiliate or Association of such Related Person.

         Anything in this definition to the contrary notwithstanding, if there
are not less than four Continuing Directors, this definition shall not be deemed
to include (i) any transaction that has been approved on or prior to the Date of
Determination by 80% of the Continuing Directors and by 80% of the Whole Board
of Directors, or (ii) any transaction of the type set forth in Section
11.1(d)(1) through 11.1(d)(3) above, between or among any two or more
Subsidiaries of the Corporation or the Corporation and one or more Subsidiaries
of the Corporation if such transaction has been approved by the affirmative vote
of at least 67% of the Whole Board of Directors and a majority (but in any event
not less than four) of the Continuing Directors on or prior to the Date of
Determination.

         11.1(e) CONTINUING DIRECTOR. A "Continuing Director" shall mean:

                  (1) An individual who was a member of the Board of Directors
         of the Corporation on June 30, 1985, or who was a member of the Board
         of Directors of the Corporation elected by the shareholders prior to
         the time that a Related Person acquired in excess of five percent of
         the stock of the Corporation entitled to vote in the election of
         directors, or

<PAGE>   17
                                      -15-




                  (2) If there are not less than six Continuing directors before
         his designation, an individual designated (before his initial election
         as a director) as a Continuing Director by a majority of the then
         Continuing Directors.

         11.1(f) DATE OF DETERMINATION. The term "Date of Determination" means:

                  (1) The date on which a binding agreement (except for the
         fulfillment of conditions precedent, including without limitation,
         votes of shareholders to approve such transaction) is entered into by
         the Corporation, as authorized by its Board of Directors, and another
         Person providing for any Business Combination; or,

                  (2) If such an agreement as referred to in Section 11.1(f)(1)
         above is amended so as to make it less favorable to the Corporation and
         its shareholders, the date on which such amendment is approved by the
         Board of Directors of the Corporation; or,

                  (3) In cases where neither Section 11.1(f)(1) or (2) shall be
         applicable, the record date for the determination of shareholders of
         the Corporation entitled to notice of and to vote upon the transaction
         in question.

         A majority (but in any event not less than four) of the Continuing
         Directors shall have the power and duty to determine the Date of
         Determination as to any transaction under this Article 11. Any such
         determination shall be conclusive and binding for all purposes of this
         article.

         11.1(g) INDEPENDENT MAJORITY OF SHAREHOLDERS. "Independent Majority of
Shareholders" shall mean the holders of a majority of the outstanding Voting
Shares that are not Beneficially Owned or controlled, directly or indirectly, by
a Related Person.

         11.1(h) OFFER. The term "offer" includes every offer to buy or acquire,
solicitation of an offer to sell, tender offer or request or invitation for
tender of, a security or interest in a security for value.

         11.1(i) PERSON. The term "Person" shall mean any other person,
partnership, corporation, group or other entity (other than the Corporation, any
Subsidiary of the Corporation or a trustee holding stock for the benefit of
employees of the Corporation or its Subsidiaries, or any one of them, pursuant
to one or more employee benefit plans or arrangements). When two or more


<PAGE>   18
                                      -16-



Persons act as a partnership, limited partnership, syndicate, association or
other group for the purpose of acquiring, holding or disposing of shares of
stock, such partnership, syndicate, association or group shall be deemed a
"Person."

         11.1(j) RELATED PERSON. "Related Person" mean any Person which is the
Beneficial Owner as of the Date of Determination or immediately prior to the
consummation of a Business Combination, or both, of 5% or more of the Voting
Shares, or any Person who is an Affiliate of the Corporation and at any time
within five years preceding the Date of Determination was the Beneficial Owner
of five percent or more of the then outstanding Voting Shares, but does not
include any one or group of more than one Continuing Director.

         11.1(k) SUBSTANTIAL PART. The term "Substantial Part" as used with
reference to the assets of the Corporation, of any Subsidiary or of any Related
Person means assets having a value of more than give percent of the total
consolidated assets of the Corporation and its Subsidiaries as of the end of the
Corporation's most recent fiscal year ending prior to the time the determination
is being made.

         11.1(l) SUBSIDIARY. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of
Person or Related Person set forth in Section 11.1(I) and 11.1(j) above, the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the Corporation.

         11.1(m) VOTING SHARES. "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in the election of directors.

         11.1(n) WHOLE BOARD OF DIRECTORS. "Whole Board of directors" shall mean
the total number of directors which the Corporation would have if there were no
vacancies.

                  11.1(o)  Certain Determinations with Respect to Article XI.
                           --------------------------------------------------

         (1) A majority (but in any event not less than four) of the Continuing
         Directors shall have the power to determine for the purpose of this
         Article XI, on the basis of information known to them: (i) the number
         of Voting Shares of which any Person is the Beneficial Owner, (ii)
         whether a Person is an Affiliate or Associate of another, 


<PAGE>   19
                                      -17-



         (iii) whether a Person has an agreement, arrangement or understanding
         with another as to the matters referred to in the definition of
         "Beneficial Owner" as hereinabove defined, (iv) whether the assets
         subject to any Business Combination constitute a "Substantial Part" as
         hereinabove defined, (v) whether two or more transactions constitute a
         "series of related transactions" as hereinabove defined, (vi) any
         matters referred to in Section 11.1(o)(2) below, and (vii) such other
         matters with respect to which a determination is required under this
         Article XI.

                  (2) A Related Person shall be deemed to have acquired a share
         of the Corporation at the time when such Related Person became the
         Beneficial Owner thereof. With respect to shares owned by Affiliates,
         Associates or other Persons whose ownership is attributed to a Related
         Person under the foregoing definition of Beneficial Owner, if the price
         paid by such Related Person for such shares is not determinable, the
         price paid upon acquisition thereof by the Affiliate or Associate or
         other Person or (ii) the market price of the shares in question (as
         determined by a majority (but in any event not less than four) of the
         Continuing Directors) at the time when the Related Person became the
         Beneficial Owner thereof.

         11.1(p) FIDUCIARY OBLIGATIONS. Nothing contained in this Article 11
shall be construed to relieve any Related Person from any fiduciary obligation
imposed by law.

         11.2 APPROVAL OF BUSINESS COMBINATIONS-MINIMUM VOTE. Whether or not a
vote of the shareholders is otherwise required in connection with the
transaction, neither the Corporation nor any of its Subsidiaries shall become
party to any Business Combination without the prior affirmative vote at a
meeting of the Corporation's shareholders as to all shares owned:

                  (1) By the holders of not less than 67% of the outstanding
         Voting Shares, voting separately as a class, and

                  (2) By an Independent Majority of Shareholders;

provided, however, that the provisions of this Section 11.2 shall not apply to
any Business Combination approved by 67% of the Whole Board of Directors of the
Corporation either (a) at a time prior to the acquisition of 5% or more of the
outstanding Voting Shares of the Corporation by the Related Person, or (b) after


<PAGE>   20
                                      -18-



such acquisition, but only so long as such Related Person sought and obtained
the approval, by the affirmative vote of at least 67% of the Whole Board of
Directors of the Corporation, of the acquisition of 5% or more of the
outstanding Voting Shares prior to such acquisition being consummated; and
provided further, that this Section 11.2 shall not apply to, and such vote shall
not be required for, any Business Combination recommended to shareholders by the
favorable vote of not less than a majority of the Whole Board of Directors and a
majority (but in any event not less than four) of the Continuing Directors and
any such Business Combination so recommended shall require only the vote, if
any, required under the applicable provisions of the Delaware Corporation Laws.
The affirmative vote required by this Section 11.2 is in addition to the vote of
the holders of any class or series of stock of the Corporation otherwise
required by law, this Certificate of Incorporation (including, without
limitation, any voting requirements in Section 11.3 hereof, if applicable), any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of stock, or any agreement between the Corporation
and any securities exchange.

         11.3 Approval of Business Combinations-Maximum Vote.
              ----------------------------------------------

         11.3(a) Except as provided in Section 11.3(b) or Section 11.3(d),
neither the Corporation nor any of its Subsidiaries shall become party to any
Business Combination without the prior affirmative vote at a meeting of the
Corporation's shareholders:

                  (1) By the holders of not less than 80% of the outstanding
         Voting Shares, voting separately as a class, and

                  (2) By an Independent Majority of Shareholders.

         Such favorable votes shall be in addition to any shareholder vote which
would be required without reference to this Section 11.3 and shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified by law or elsewhere in this Certificate of
Incorporation (including, without limitation, the lesser vote required by
Section 11.2 hereof, if applicable) or the By-laws of the Corporation or
otherwise.

         11.3(b) The provisions of Section 11.3(a) shall not apply to a
particular Business Combination, and such Business Combination shall require
only such shareholder vote (if any) as would be required without reference to
this Section 11.3, if all of the conditions set forth in Subparagraphs (1)
through (7) below are satisfied:

<PAGE>   21
                                      -19-



                  (1) The ratio of (i) the aggregate amount of the cash and the
         fair market value of the other consideration to be received per share
         of Common Stock of the Corporation in such Business Combination by
         holders of Common Stock other than the Related Person involved in such
         Business Combination, to (ii) the market price per share of the Common
         Stock immediately prior to the announcement of the proposed Business
         Combination, is at least as great as the ratio of (x) the highest per
         share price (including brokerage commissions, transfer taxes and
         soliciting dealers' fees) which such Related Person has theretofore
         paid in acquiring any Common Stock prior to such Business Combination,
         to (y) the market price per share of Common Stock immediately prior to
         the initial acquisition by such Related Person of any shares of Common
         Stock; and

                  (2) The aggregate amount of the cash and the fair market value
         of other consideration to be received per share of Common Stock in such
         Business Combination, (i) is not less than the highest per share price
         (including brokerage commissions, transfer taxes and soliciting
         dealers' fees) paid by such Related Person in acquiring any of its
         holdings of Common Stock, and (ii) is not less than 150% of the book
         value of a share of the Common Stock, as reflected in the balance sheet
         of the Corporation as of the last day of the last fiscal quarter of the
         Corporation preceding the Date of Determination; and

                  (3) If applicable, the ratio of (i) the aggregate amount of
         the cash and the fair market value of other consideration to be
         received per share of Preferred Stock of the Corporation in such
         Business Combination by holders of Preferred Stock other than the
         Related Person involved in such Business Combination, to (ii) the
         market price per share of the Preferred Stock immediately prior to the
         announcement of the proposed Business Combination, is at least as great
         as the ratio of (x) the highest per share price (including brokerage
         commissions, transfer taxes and soliciting dealers' fees) which such
         Related Person has theretofore paid in acquiring any Preferred Stock
         prior to such Business Combination to (y) the market price per share of
         Preferred Stock immediately prior to the initial acquisition by such
         Related Person of any shares of Preferred Stock; and

                  (4) If applicable, the aggregate amount of the cash and the
         fair market value of other consideration to be received per share of
         Preferred Stock in such Business 


<PAGE>   22
                                      -20-



         Combination by holders of Preferred Stock, other than the Related
         Person involved in such Business Combination, (i) is not less than the
         highest per share price (including brokerage commissions, transfer
         taxes and soliciting dealers' fees) paid by such Related Person in
         acquiring any of its holdings of Preferred Stock, and (ii) is not less
         than the highest preferential amount per share to which the holders of
         shares of such class of Preferred Stock would be entitled in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation, regardless of whether the Business
         Combination to be consummated constitutes such an event; and

                  (5) The consideration (if any) to be received in such Business
         Combination by holders of stock other than the Related Person involved
         shall, except to the extent that a shareholder agrees otherwise as to
         all or part of the shares which he or she owns, be in the same form and
         of the same kind as the consideration paid by the Related Person in
         acquiring stock already owned by it; and

                  (6) After such Related Person became a Related Person and
         prior to the consummation of such Business Combination:

                           (i) such Related Person shall have taken steps to
                  insure that the Board of Directors of the Corporation included
                  at all times representation by Continuing Directors
                  proportionate to the ratio that the number of Voting Shares of
                  the Corporation from time to time owned by shareholders who
                  are not Related Persons bears to all Voting Shares of the
                  Corporation outstanding at the time in question (with a
                  Continuing Director to occupy any resulting fractional
                  position among the directors);

                           (ii) such Related Person shall not have acquired from
                  the Corporation, directly or indirectly, any shares of the
                  Corporation (except (x) upon conversion of convertible
                  securities acquired by it prior to becoming a Related Person
                  or (y) as a result of a pro rata stock dividend, stock split
                  or division of shares or (z) in a transaction which satisfied
                  all applicable requirements of this Article XI);

                           (iii) such Related Person shall not have acquired any
                  additional Voting Shares of the Corporation or securities
                  convertible into or exchangeable for Voting Shares except as a
                  part of the transaction which 


<PAGE>   23
                                      -21-



                  resulted in such Related Person's becoming a Related Person;

                           (iv) such Related Person shall not have (x) received
                  the benefit, directly or indirectly (except proportionately as
                  a shareholder), of any loans, advances, guarantees, pledges or
                  other financial assistance or tax credits provided by the
                  Corporation or any Subsidiary, or (y) made any major change in
                  the Corporation's business or equity capital structure or
                  entered into any contract, arrangement or understanding with
                  the Corporation except any such change, contract, arrangement
                  or understanding as may have been approved by the favorable
                  vote of not less than a majority of the Whole Board of
                  Directors and a majority (but in any event not less than four)
                  of the Continuing Directors of the Corporation; and

                           (v) except as approved by a majority of the Whole
                  Board of Directors and a majority (but in any event not less
                  than four) of the Continuing Directors, there shall have been:
                  (x) no failure to declare and pay at the regular date therefor
                  any full quarterly dividends (whether or not cumulative) on
                  the outstanding Preferred Stock; (y) no reduction in the
                  annual rate of dividends paid on the Common Stock (except as
                  necessary to reflect any subdivision of the Common Stock); and
                  (z) an increase in such annual rate of dividends as necessary
                  to reflect any reclassification (including any reverse stock
                  split), recapitalization, reorganization or any similar
                  transaction which has the effect of reducing the number of
                  outstanding shares of the stock; and

                  (7) A proxy statement complying with the requirements of the
         Securities Exchange Act of 1934, as amended, shall have been mailed to
         all holders of Voting Shares for the purpose of soliciting shareholder
         approval of such Business Combination. Such proxy statement shall
         contain at the front thereof, in a prominent place, any recommendations
         as to the advisability (or inadvisability) of the Business Combination
         which the Continuing Directors, or any of them, may have furnished in
         writing and, if deemed advisable by a majority (but in any event not
         less than four) of the Continuing Directors, an opinion of a reputable
         investment banking firm as to the fairness (or lack of fairness) of the
         terms of such Business Combination from the point of view of the
         holders of Voting Shares other than any Related Person (such 


<PAGE>   24
                                      -22-



         investment banking firm to be selected by a majority (but in any event
         not less than four) of the Continuing Directors, to be furnished with
         all information it reasonably requests, and to be paid a reasonable fee
         for its services upon receipt by the Corporation of such opinion).

         11.3(c) For purposes of Sections 11.3(b)(1) through 11.3(b)(4) hereof,
in the event of a Business Combination upon consummation of which the
Corporation would be the surviving corporation or company or would continue to
exist (unless it is provided, contemplated or intended that as part of such
Business Combination or within one year after consummation thereof a plan of
liquidation or dissolution of the Corporation will be effected), the term "other
consideration to be received" shall include (without limitation) stock retained
by shareholders of the Corporation other than Related Persons who are parties to
such Business Combination.

         11.3(d) The provisions of this Section 11.3 shall not apply to any
Business Combination approved by 67% of the Whole Board of Directors of the
Corporation either (i) at a time prior to the acquisition of 5% or more of the
outstanding Voting Shares of the Corporation by the Related Person, or (ii)
after such acquisition, but only so long as such Related Person sought and
obtained the approval, by the affirmative vote of at least 67% of the Whole
Board of Directors of the Corporation, of the acquisition of 5% or more of the
outstanding Voting Shares prior to such acquisition being consummated.

         11.3(e) Any amendment, change or repeal of this Section 11.3 or any
other amendment of this Certificate of Incorporation which would have the effect
of modifying or permitting circumvention of this Section 11.3 shall require the
affirmative vote, at a meeting of shareholders of the Corporation, as to all
shares held:

                  (1) By the holders of at least 80% of the voting power of the
         then outstanding Voting Shares; and

                  (2) By an Independent Majority of Shareholders;

provided, however, Th in the event that any such amendment, change or repeal is
recommended to shareholders by the favorable vote of not less than a majority of
the Whole Board of Directors and a majority (but in any event not less than
four) of the Continuing Directors, then such amendment, change or repeal so
recommended shall require only the vote of an Independent 


<PAGE>   25
                                      -23-



Majority of Shareholders and the vote, if any, required under the applicable
provisions of the Delaware Corporation Laws.

         11.4 Board of Directors.
              -------------------

         11.4(a) The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. The number of directors of the
Corporation (exclusive of directors to be elected by the holders of any one or
more series of the Preferred Stock voting separately as a class or classes) that
shall constitute the initial Board of Directors shall be seven. A majority of
the Whole Board of Directors may by resolution increase or decrease the number
of directors constituting the Whole Board of Directors may be increased or
decreased by more than two members within any twelve-month period, from time to
time by resolution adopted by:

                  (1) The Board of Directors, by the affirmative vote of at
         least 67% of the Whole Board of Directors and a majority (but in any
         event not less than six) of the Continuing Directors; or

                  (2) The shareholders, by the affirmative vote of at least 80%
         of the then outstanding Voting Shares and an Independent Majority of
         Shareholders;

provided, however, that the minimum number of directors shall be five and the
maximum number of directors shall be eleven.

         11.4(b) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-laws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time with or without
cause only by the affirmative vote, at a meeting of the shareholders called for
that purpose, by the holders of 2/3 or more of the Voting Shares of the Class or
Classes that elected the director.

         11.4(c) In addition to the right of the Board of Directors of the
Corporation to make nomination s for the election of directors, nominations for
the election of directors, nominations for the election of directors may be made
by any shareholder entitled to vote for the election of directors if that
shareholder complies with all of the provisions of this Section 11.4(c).


<PAGE>   26
                                      -24-



                  (1) Advance notice of such proposed nomination shall be
         received by the Chairman of the Nominating Committee of the Board of
         Directors of the Corporation (which notice may be sent to such Chairman
         in care of the Secretary of the Corporation) or, in the absence of
         such a Nominating Committee, by the Secretary of the Corporation, not
         less than 14 days nor more than 60 days prior to any meeting of the
         shareholders called for the election of directors; provided, however,
         that if fewer than 21 days' notice of the meeting is given to
         shareholders, such written notice shall be received not later than the
         close of the tenth day following the day on which notice of the meeting
         was mailed to shareholders.

                  (2) Each notice under Section 11.4(c)(1) shall set forth (i)
         the name, age, business address and, if known, residence address of
         each nominee proposed in such notice, (ii) the principal occupation or
         employment of each such nominee, and (iii) the number of shares of
         stock of the Corporation which are Beneficially Owned by each such
         nominee. In addition, the shareholder making such nomination shall
         promptly provide any other information reasonably requested by the
         Corporation.

                  (3) The nomination made by the shareholder may only be made in
         a meeting of the shareholder of the Corporation called for the election
         of directors at which such shareholder is present in person or by
         proxy, and can only be made by a shareholder who has theretofore
         complied with the notice provisions of Section 11.4(c)(1) and (2)
         above.

                  (4) The Chairman of the meeting may in his discretion
         determine and declare to the meeting that a nomination was not made in
         accordance with the foregoing procedures, and if he should so
         determine, he shall so declare to the meeting and the defective
         nomination shall be disregarded.

         11.7 AMENDMENTS OF THIS ARTICLE XI. Notwithstanding any other
provisions of this Certificate of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation or the Bylaws of the
Corporation), and in addition to such additional vote of any preferred stock as
may be required by the provisions of any series thereof or by applicable law,
this Article XI (except for Section 11.3 hereof) shall not be amended, altered,
changed or repealed without:


<PAGE>   27
                                      -25-



                  (1) The affirmative vote of 67% of the Whole Board of
         Directors and of a majority of Continuing Directors, and

                  (2) The affirmative vote (i) by the holders of more than 50%
         of the outstanding Voting Shares, voting separately as a class, and
         (ii) by an Independent Majority of Shareholders.

         11.8 AMENDMENTS OF BY-LAWS. The By-laws of the Corporation may be
adopted, altered, amended or repealed or new by-laws may be adopted by the Board
of Directors at any regular or special meeting upon the affirmative vote of both
67% of the Whole Board of Directors and a majority (but in any event not less
than four) of the Continuing Directors as defined in the Certificate of
Incorporation of the Corporation. The By-laws of the Corporation may also be
adopted, altered, amended or repealed or new bylaws may be adopted by the
shareholders only upon the affirmative vote as to all stock held (i) by the
holders of not less than 67% of the Outstanding Voting Shares and (ii) by an
Independent Majority of Shareholders, as defined in the Certificate of
Incorporation of the Corporation.