<PAGE>   1
                                                                    Exhibit 3(a)

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                      MCDONALD & COMPANY INVESTMENTS, INC.


                    ----------------------------------------
                                        
                         Pursuant to Section 242 of the
                        Delaware General Corporation Law
                                        
                    ----------------------------------------

         The undersigned, Thomas F. McKee, being the Secretary of McDonald &
Company Investments, Inc. a Delaware corporation, does hereby certify that a
meeting of the stockholders of McDonald & Company Investments, Inc. was duly
called and held on July 30, 1997, at which meeting an amendment to the
Certificate of Incorporation was duly adopted in accordance with Section 242 of
the Delaware General Corporation Law through the adoption of the following
resolution:

         RESOLVED, that Article IV of the Certificate of Incorporation is
amended by deleting the first full sentence in its entirety and substituting in
lieu thereof the following:

         "the total authorized capital stock of the Corporation consists of
         fifty million two hundred thousand (50,200,000) shares, of which number
         two hundred thousand (200,000) are shares of Preferred Stock, without 
         par value ("Preferred Stock"), and fifty million (50,000,000) are 
         shares of Common Stock, par value $1.00 per share ("Common Stock")."

         IN WITNESS WHEREOF, the undersigned hereunto subscribes this
Certificate of Amendment and affirms that the facts stated herein are true
under penalties of perjury, this 30th day of July, 1997.




                                                        ---------------------
                                                        Thomas F. McKee
                                                        Secretary

                                      -26-
<PAGE>   2
                                              STATE OF DELAWARE
                                             SECRETARY OF STATE
                                          DIVISION OF CORPORATIONS
                                          FILED 09:00 AM 07/28/1992
                                             922105205 - 2009337






                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                      McDONALD & COMPANY INVESTMENTS, INC.


                  -------------------------------------------
                         Pursuant to Section 242 of the
                        Delaware General Corporation Law
                  -------------------------------------------

         The undersigned, Thomas M. O'Donnell, being the Chairman of the Board,
and Thomas F. McKee, being the Secretary, of McDonald & Company Investments,
Inc., a Delaware corporation (the "Corporation"), hereby certify as follows:

         1. The name of the Corporation is McDonald & Company Investments, Inc.

         2. The amendment of the Certificate of Incorporation as hereinafter set
forth has been duly adopted in accordance with Section 242 of the Delaware
General Corporation Law.

         3. The Certificate of Incorporation of the Corporation is hereby
amended by deleting the first full sentence of Article IV in its entirety and
substituting in lieu thereof the following:

                  "The total authorized capital stock of the Corporation
consists of fifteen million two hundred thousand (15,200,000) shares, of which
number two hundred thousand (200,000) are shares of Preferred Stock, without par
value ("Preferred Stock"), and fifteen million (15,000,000) are shares of Common
Stock, par value $1.00 per share ("Common Stock")."

         IN WITNESS WHEREOF, the undersigned, being the duly elected and acting
Chairman of the Board and Secretary, respectively, have hereunto subscribed
their names to this 



                                      -27-
<PAGE>   3
Certificate of Amendment and affirm that the facts stated herein are true under
penalties of perjury, this 28th day of July, 1992.




                                             /s/ Thomas M. O'Donnell,
                                             -----------------------------
                                             Thomas M. O'Donnell,
                                             Chairman of the Board


/s/ Thomas F. McKee,
---------------------------
Thomas F. McKee, Secretary











                                      -28-
<PAGE>   4


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      McDONALD & COMPANY INVESTMENTS, INC.
                      ------------------------------------


         McDonald & Company Investments, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution was approved by the Corporation's Board of
Directors and said resolution was duly adopted by the stockholders, all in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware:

               RESOLVED, That Article VII of the Certificate of Incorporation of
the Corporation be and the same is hereby amended and restated to read in its
entirety as follows:

                       "A director of the Corporation shall not be personally
                  liable to the Corporation or its stockholders for monetary
                  damages for breach of fiduciary duty as a director, except for
                  liability (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 the State of Delaware,
                  or (iv) for any transaction from which the director derived an
                  improper personal benefit. Any repeal, amendment or other
                  modification of this Article shall not affect the liability or
                  alleged liability of any director of the Corporation then
                  existing with respect to any state of facts then or
                  theretofore existing or any action, suit cr proceeding
                  theretofore or thereafter brought or threatened based in whole
                  or in part upon any such state of facts."

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers this 25th day of
November, 1986.

                                        McDONALD & COMPANY INVESTMENTS, INC.


                                        By /s/ Willard E. Carmel
                                           -------------------------------------
                                           Willard E. Carmel, Chairman of
                                           the Board of Directors

Attest:

/s/ John E. Kohl
----------------------------
John E. Kohl, Secretary



                                      -29-
<PAGE>   5

                   REGISTERED OFFICE AND OF REGISTERED AGENT

             PURSUANT TO SECTION 134 OF TITLE OF THE DELAWARE CODE


     To:  DEPARTMENT OR STATE
          Division of Corporations
          Townsend Building
          Federal Street
          Dover, Delaware 19903


         Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is registered
agent, hereby certifies that:



         1.    The name of the agent is:           The Corporation Trust Company

         2.    The address of the old registered office was:

                    100 West Tenth Street
                    Wilmington, Delaware 19801

         3.    The address to which the registered office is to be changed is:

                    Corporation Trust Center
                    1209 Orange Street
                    Wilmington, Delaware 19801


               The new address will be effective on July 30, 1984.

         4.    The names of the corporations represented by said agent are set
               forth on the list annexed to this certificate and made a part
               hereof by reference.




                  IN WITNESS WHEREOF, said agent has caused this certificate to
be signed on its behalf by its Vice-President and Assistant Secretary this 25th
day of July, 1984.




                                   THE CORPORATION TRUST COMPANY
                                   -----------------------------
                                     (Name of Registered Agent)


                                   By /s/ Virginia Colvell
                                      ---------------------
                                        (Vice-President)


ATTEST:


/s/ Mary G. ??????????
-----------------------------
(Assistant Secretary)


                                      -30-
<PAGE>   6

                  STATE OF DELAWARE - DIVISION OF CORPORATIONS
                          CHANGE OF ADDRESS FILING FOR
                     CORPORATION TRUST AS OF JULY 27, 1984
                                    DOMESTIC

<TABLE>

<S>                                                                       <C>             <C>           
2009225 PRUDENTIAL-BACHE VENTURE CAPITAL INC.                             05/19/1983      D DE
2009226 VALLEY WEST, INC.                                                 05/19/1983      D DE
2009227 TAKE TWO PRODUCTIONS LIMITED                                      05/19/1983      D DE
2009228 JASON ENERGY, INC.                                                05/19/1983      D DE
2009229 DOMINO'S PIZZA OF WASHINGTON D.C., INC.                           05/19/1983      D DE
2009230 LARCO ENTERPRISES INC.                                            05/19/1983      D DE
2009231 CLARK'S RESTAURANT, INC.                                          05/19/1983      D DE
2009232 S.G. WARBURG & CO. INC.                                           05/19/1983      D DE
2009233 COPPER RECOVERY CORP.                                             05/19/1983      D DE
2009235 NATIONAL SEMICONDUCTOR DATACHECKER/DTS CORPORATION                05/19/1983      D DE
2009236 ALLIED FINANCIAL INSTITUTIONS, INC.                               05/19/1983      D DE   
2009240 WESTERBEKE INTERNATIONAL, INC.                                    05/19/1983      D DE
2009241 P & 0 INTERNATIONAL LTD.                                          05/19/1983      D DE
2009242 VIDEOLINK INCORPORATED                                            05/19/1983      D DE
2009250 NORDEN SERVICE COMPANY, INC.                                      05/19/1983      D DE
2009277 Z.L. COMPANY, INC.                                                05/20/1983      D DE
2009279 ZESTMO, LTD.                                                      05/20/1983      D DE
2009280 JANE BARRY, INC.                                                  05/2D/i983      D DE
2009265 HYDROCON INTERNATIONAL, INC.                                      05/20/1983      D DE
2009286 ALEXANDER DEVELOPMENT, LTD.                                       05/20/1983      D DE
2009287 BONNCO PETROL, INC.                                               05/20/1983      D DE
2009290 G. D. RITZY'S, INC.                                               05/20/1983      D DE
2009291 ATLAS CHAIN COMPANY                                               05/20/1983      D DE
2009292 VINGMED, INC.                                                     05/20/1983      D DE
2009294 FINANCIAL CLEARING & SERVICES CORPORATION                         05/20/1983      D DE
2009295 COUNTY YELLOW PAGES TELEPHONE DIRECTORIES OF                      05/20/1983      D DE
2009296 GIBSON RESEARCH CORP.                                             05/20/1983      D DE
2009297 STEWART SEARCH INC.                                               05/20/1983      D DE
2009298 TMF INTERNATIONAL SALES CORPORATION                               05/20/1983      D DE
2009299 PCK ASSOCIATES, INC.                                              05/20/1983      D DE
2009300 AZIMUTH ADVERTISING INC.                                          05/20/1983      D DE
2009301 BEAR AUTOMOTIVE OF NORTHERN CALIFORNIA, INC.                      05/20/1983      D DE
2009302 21ST CENTURY FASTENER SCREW CORPORATION                           05/20/1983      D DE
2009303 LOTTERY DESIGN, INC.                                              05/20/1983      D DE
2009304 JASCO MARINE INC.                                                 05/20/1983      D DE
2009308 COCA-COLA PROPERTY PLANNING GROUP, INC.                           05/20/1983      D DE
2009309 DSC ACQUISITION, INC.                                             05/20/1983      D DE
2009314 INTERFACE SOLUTIONS, INC.                                         05/20/1983      D DE
2009315 AMERICAN HEALTH & NUTRITION, LTD.                                 05/20/1983      D DE
2009316 COCA-COLA FINANCIAL HOLDINGS, INC.                                05/20/1983      D DE
2009322 TANGO CORPORATION                                                 05/20/1983      D DE
2009327 AOT-GD, INC.                                                      05/20/1983      D DE
2009328 PRIVATE RESIDENTIAL INSURED MORTGAGE EXCHANGE, INC.               05/20/1983      D DE
2009337 MCDONALD & COMPANY INVESTMENTS, INC.                              05/20/1983      D DE
2009338 TECHNOLOGY CONSULTANTS, INC.                                      05/20/1983      D DE
2009361 PCT INCORPORATED                                                  05/23/1983      D DE
2009362 TEKTEL, INC.                                                      05/23/1983      D DE
</TABLE>


                                      -31-
<PAGE>   7


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                      McDONALD & COMPANY INVESTMENTS, INC.
                      ------------------------------------


         McDonald & Company Investments, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

         The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution approved by the Corporation's Board of
Directors and stockholders was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:

         RESOLVED, That the first sentence of Article V, Section 1 of
         the Certificate of Incorporation of the Corporation be and
         the same is hereby amended to read as follows:

               "The Board of Directors shall consist of not less than
               three (3) nor more than eighteen (18) members and shall
               be divided into three classes, Class I, Class II, and
               Class III, which shall be as nearly equal in number as
               possible."

         and that the remainder of said Article V, Section 1 of the
         Certificate of Incorporation of the Corporation following
         such amended language remain unchanged.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers this 12th day of July, 1983.


                                   McDONALD & COMPANY INVESTMENTS, INC.

                                   By /s/ Willard E. Carmel
                                      --------------------------------------
                                      Willard E. Carmel, Chairman of the
                                      Board of Directors and President

Attest:


/s/ Thomas M. O'Donnell
-----------------------------
Thomas M. O'Donnell, Secretary


                                      -32-
<PAGE>   8

                            CERTIFICATE OF AMENDMENT
                            ------------------------

                                       OF
                                       --

                          CERTIFICATE OF INCORPORATION
                          ----------------------------

                                       OF
                                       --

                      McDONALD & COMPANY INVESTMENTS, INC.
                      ------------------------------------

                            BEFORE PAYMENT OF CAPITAL
                            -------------------------



         McDONALD & COMPANY INVESTMENTS, INC., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

         1. The name of the Corporation is McDonald & Company Investments, Inc.

         2. The date of filing of its original Certificate of Incorporation with
the Secretary of State was May 20, 1983.

         3. The Corporation has not received any payments for its stock, nor has
its initial Board of Directors been elected.

         4. The amendment was duly adopted in accordance with the provisions of
Section 241 of the General Corporation Law of the State of Delaware.

         5. The text of the Certificate of Incorporation, as amended, is as
follows:



                                    ARTICLE I
                                    ---------

         The name of the Corporation is McDONALD & COMPANY INVESTMENTS, INC.


                                      -33-
<PAGE>   9
                                   ARTICLE II
                                   ---------- 

         The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is as The Corporation Trust Company.

                                   ARTICLE III
                                   -----------

         The nature of the business to be conducted or promoted and the purposes
of the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

                                   ARTICLE IV
                                   ----------

         The total authorized capital stock of the Corporation consists of
eleven million two hundred thousand (11,200,000) shares, of which number two
hundred thousand (200,000) are shares of Preferred Stock, without par value
("Preferred Stock"), and eleven million (11,000,000) are shares of Common Stock,
par value $1.00 per share ("Common Stock"). The designations and the powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, of the Preferred Stock
and the Common Stock shall be as follows:

         1. The Preferred Stock may be issued, from time to time, in one or more
series, with such designations,





                                      -34-



<PAGE>   10

voting powers, if any, preferences and relative, participating, optional or 
other special rights, and qualifications, limitations or restrictions thereof, 
as shall be stated and expressed in the resolution or resolutions providing for 
the issue of such series adopted by the Board of Directors. The Board of 
Directors, in such resolution or resolutions (a copy of which shall be filed and
recorded as required by law), is also expressly authorized to fix:

         (a)      the distinctive serial designations and the division of such 
                  shares into series and the number of shares of a particular 
                  series, which may be increased or decreased, but not below 
                  the number of shares thereof then outstanding, by a 
                  certificate made, signed, filed and recorded as required by 
                  law;

         (b)      the annual dividend rate for the particular series, and the 
                  date or dates from which dividends on all shares of such 
                  series shall be cumulative, if dividends on stock of the 
                  particular series shall be cumulative;

         (c)      the redemption price or prices, if any, for the particular 
                  series;

         (d)      the right, if any, of the holders of a particular series to 
                  convert such stock into other classes of stock, and the terms 
                  and conditions of such conversion; and




                                      -35-
<PAGE>   11

         (e)      the obligation, if any, of the Corporation to purchase and
                  retire and redeem shares of a particular series as a sinking
                  fund or redemption or purchase account, the terms thereof and
                  the redemption price or prices per share for such series
                  redeemed pursuant to the sinking fund or redemption or
                  purchase account.

         All shares of any one series of Preferred Stock shall be alike in every
particular and all series shall rank equally and be identical in all respects
except insofar as they may vary with respect to the matters which the Board of
Directors is hereby expressly authorized to determine in the resolution or
resolutions providing for the issue of any series of the Preferred Stock.

         2. In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, then before any distribution or payment shall have
been made to the holders of the Common Stock, the holders of the Preferred Stock
of each series shall be entitled to be paid, or to have set apart in trust for
payment, an amount from the net assets of the Corporation equal to that stated
and expressed in the resolution or resolutions adopted by the Board of
Directors which provide for the issue of such series, respectively. The
remaining net assets of the Corporation shall be distributed solely among the
holders of Common Stock according to their respective shares.








                                      -36-
<PAGE>   12

         3. Holders of shares of Common Stock shall be entitled to one vote for
each share of such stock upon all questions presented to stockholders of the
Corporation. The rights of holders of Common Stock shall be subject to the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of the Preferred Stock.

                                   ARTICLE V
                                   ---------

         1. The Board of Directors shall consist of not less than three (3) nor
more than fifteen (15) members and shall be divided into three classes, Class I,
Class II and Class III, which shall be as nearly equal in number as possible.
Subject to the foregoing limitations, the number of directors shall be fixed by,
or in the manner provided in, the By-Laws of the Corporation. In the event the
total number of directors is not divisible by three (3), an extra director shall
be assigned to Class I if there is one (1) extra director to be assigned among
the classes, and an extra director shall be assigned to each of Classes I and II
if there are two (2) extra directors to be assigned among the classes. The
directors to be elected at each annual meeting of stockholders shall be only the
members of the class whose term of office then expires. The term of office of
the initial directors in each respective class shall be as follows: (a)
directors in Class I shall hold office until the first annual meeting of
stockholders, which shall be held in 1984; (b) directors in Class II shall hold
office






                                     -37-

<PAGE>   13

until the annual meeting of stockholders held in 1985; and (c) directors in
Class III shall hold office until the annual meeting of stockholders held in
1986. Each director elected at any stockholders' meeting commencing with the
1984 annual meeting shall serve for a term ending on the date of the third
annual meeting of stockholders following the meeting at which such director was
elected. Elections of directors need not be by written ballot unless the ByLaws
of the Corporation shall so provide.

         2. In the event of any increase or decrease in the authorized number of
directors, (a) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of
his current term, or his prior death, retirement, resignation, or removal, and
(b) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors among the three
classes of directors as provided above in this Article V.

         3. Notwithstanding any of the foregoing provisions of this Article,
each director shall serve until his successor is elected and qualified or until
his prior death, retirement, resignation or removal. No director may be removed
except for cause and (in addition to the affirmative vote which may be required
of the holders of any series of Preferred Stock which may then be outstanding)
by the affirmative vote of the holders of at least a majority of the


                                     -38-

<PAGE>   14
 
outstanding shares of Common Stock of the Corporation entitled to vote thereon.
Should a vacancy occur or be created, whether arising through death, resignation
or removal of a director or through an increase in the number of directors, such
vacancy shall be filled by a majority vote of the directors then in office, or
by the sole remaining director if only one director remains in office. A
director so elected to fill a vacancy shall serve for the remainder of the
present term of office of the class to which he was elected.

         4. The By-Laws of the Corporation may be amended or repealed by action
of the Board of Directors which is approved by the affirmative vote of a
majority of all directors then in office, or (in addition to the affirmative
vote which may be required of the holders of any series of Preferred Stock
which may then be outstanding) by the affirmative vote of the holders of at
least seventy percent (70%) of the outstanding shares of Common Stock of the
Corporation entitled to vote thereon.

                                   ARTICLE VI
                                   ----------

         1. Special meetings of the stockholders, for any purpose or purposes,
may be called by the President or Chairman of the Board of Directors and shall
be called by the President or Secretary at the written request of a majority of
the Board of Directors. The stockholders are


                                     -39-

<PAGE>   15

expressly denied any power or authority to call, or to cause to be called, any
special meeting of stockholders.

         2. The right of any holder of any class of stock of the Corporation to
vote cumulatively is expressly denied.

         3. The right of the stockholders to take any action by consent in
writing without a regular or special meeting of the stockholders is expressly
denied.

                                  ARTICLE VII
                                  -----------

         The Corporation shall to the extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, indemnify and
reimburse all persons whom it may indemnify and reimburse pursuant thereto.
Notwithstanding the foregoing, the indemnification provided for in this Article
shall not be deemed exclusive of any other rights to which those entitled to
receive indemnification or reimbursement hereunder may be entitled under any
By-Law of the Corporation, agreement, vote of stockholders or disinterested
directors or otherwise.

                                  ARTICLE VIII
                                  ------------

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or






                                     -40-

<PAGE>   16

receivers appointed for this Corporation under the provisions of Section 291 of
the Delaware General Corporation Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the Delaware General Corporation Law order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                   ARTICLE IX
                                   ----------

                  The books of the Corporation may be kept (subject to any
requirement of the Delaware General Corporation Law) outside 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.

                                     -41-


<PAGE>   17

                                   ARTICLE X
                                   ---------

         1. In addition to the affirmative vote which may be required of the
holders of any series of Preferred Stock which may then be outstanding, the
affirmative vote of the holders of not less than seventy percent (70%) of the
outstanding shares of Common Stock of the Corporation, which shall include the
affirmative vote of at least fifty-five percent (55%) of the outstanding shares
of Common Stock held by stockholders other than the "Related Person" (as
hereinafter defined). shall be required for the approval or authorization of any
"business combination" (as hereinafter defined) of the Corporation with any
Related Person; provided, however, that such 70% and 55% voting requirements
shall not be applicable if the stockholders are asked to approve or authorize a
particular business combination which has been authorized and proposed to the
stockholders by action of the Board of Directors of the Corporation by the
affirmative vote of a majority of all directors then in office, or if the
stockholders are asked to approve or authorize a particular business combination
as to which both of the following conditions are satisfied:

                  (a) the aggregate amount of the cash and the fair market value
         of the consideration other than cash to be received per share by the
         holders of the Common Stock of the Corporation in such business
         combination is at least equal to the greater



                                      -42-


<PAGE>   18

         of (1) the highest price per share (including any brokerage
         commissions, transfer taxes and soliciting dealer's fees) paid or
         agreed to be paid by the Related Person to acquire beneficial ownership
         of any share of such Common Stock (with appropriate adjustments for
         recapitalizations, and for stock splits, stock dividends and like
         distributions), (2) the highest price per share (including any
         brokerage Commissions, transfer taxes and soliciting dealer's fees)
         paid by any person to acquire beneficial ownership of any share of such
         Common Stock on the open market at any time during the twenty-four
         month period immediately prior to the taking of such vote, or (3) the
         per share book Value of such Common Stock at the end of the calendar
         quarter immediately preceding the taking of such vote; and

                  (b) the consideration to be received by holders of Common
         Stock in such business combination shall be in the same form and of the
         same kind as the most favorable form and kind of consideration paid by
         the Related Person in acquiring beneficial ownership of any of the
         shares of Common Stock already held, directly or indirectly, by it.



                                     -43-

<PAGE>   19

The determination of a majority of the "Disinterested Directors" of the
Corporation, made in good faith and based upon information known to them after
reasonable inquiry, shall be conclusive as to all facts necessary for compliance
with this Article, including without limitation (i) whether any person,
partnership, corporation or firm is a Related Person or affiliate or associate
as defined herein, and (ii) the most favorable form and kind of consideration
paid by the Related Person in acquiring beneficial ownership of shares of Common
Stock.

         2. For the purposes of this Certificate of Incorporation:

         (a) The term "business combination" shall mean (1) any merger or
consolidation of the Corporation with or into a Related Person, (2) any sale,
lease, exchange, transfer or other disposition, including, without limitation, a
mortgage or any other security device, of all or any substantial part of the
assets of the Corporation (including, without limitation, any voting securities
of a subsidiary) or of a subsidiary, to a Related Person, (3) any merger or
consolidation of a Related Person with or into the Corporation or a subsidiary
of the Corporation, (4) any sale, lease, exchange, transfer or other disposition
of all or any substantial part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation, (5) the reclassification of the
shares of stock of the Corporation





                                     -44-

<PAGE>   20

generally possessing voting rights in elections for directors, the purchase by
the Corporation of such shares, or the issuance by the Corporation of shares of
any securities convertible thereto or exchangeable therefor which in any such
case has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation which are directly or indirectly owned by any Related Person,
or (6) any agreement, contract or other arrangement providing for any of the
transactions described in this definition of business combination.

         (b) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with its
"affiliates" and "associates," "beneficially" owns (as those terms are defined
in the Securities Exchange Act of 1934 and in the rules thereunder), in the
aggregate, 5% or more of the outstanding shares of Common Stock of the
Corporation, and any "affiliate" or "associate" of any such individual,
corporation, partnership or other person or entity; provided that shares held or
over which such entity has the power to vote or otherwise control as a trustee,
plan administrator, officer of the Corporation or in a similar capacity under an
employee benefit plan of the Corporation or an employee benefit plan of an
affiliate of the Corporation shall not be deemed to be beneficially owned for
purposes of this definition.



                                     -45-

<PAGE>   21

         (c) The term "substantial part" shall mean more than ten percent (10%)
of the total consolidated assets of the Corporation as of the end of its most
recent fiscal year ending prior to the time the determination is made.

         (d) Without limitation, any shares of Common Stock of the Corporation
which any Related Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such Related Person.

         (e) The term "consideration other than cash" shall include, without
limitation, outstanding Common Stock of the Corporation retained by its existing
stockholders in the event of a business combination with a Related Person in
which the Corporation is the surviving corporation.

         (f) The term "Disinterested Director" means any member of the Board of
Directors of the Corporation who is not the Related Person or an affiliate or
associate of the Related Person and was a member of the Board prior to the time
that the Related Person became the Related Person, and any successor of a
Disinterested Director who is not the Related Person or an affiliate or
associate of the Related Person and is recommended to succeed a Disinterested
Director by a majority of the Disinterested Directors then in office. 


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<PAGE>   22


                                   ARTICLE XI
                                   ----------

         No amendment of this Certificate of Incorporation shall be effective to
amend, alter, repeal or change the effect of any of the provisions of Articles
V, VI, VII, X or XI unless such amendment shall receive the affirmative vote of
the holders of at least (1) seventy percent (70%) of the outstanding shares of
Common Stock of the Corporation entitled to vote thereon and (2) at least
fifty-five percent (55%) of the shares of Common Stock entitled to vote thereon
held by stockholders none of whom is as of the record date fixed for such vote,
a Related Person, affiliate of a Related Person, or an associate of a Related
Person; provided, however, that such voting requirement shall not be applicable
to the approval of such an amendment if such amendment shall have been proposed
and authorized by action of the Board of Directors of the Corporation by the
affirmative vote of a majority of the directors then in office.

                                  ARTICLE XII
                                  -----------

         The name of the incorporator is Richard N. Ogle and his mailing address
is 1800 Central National Bank Building, Cleveland, Ohio 44114.











                                      -47-


<PAGE>   23

         IN WITNESS WHEREOF, said McDonald & Company Investments, Inc. has
executed this Certificate of Amendment by its sole incorporator this 3rd day of
June, 1983.


                                   McDONALD & COMPANY
                                       INVESTMENTS, INC.


                                   By /s/ Richard N. Ogle
                                      -------------------------------
                                      Richard N. Ogle, 
                                      Sole Incorporator


STATE OF OHIO             )
                          ) SS:
COUNTY OF CUYAHOGA        )

         Before me, a Notary Public, in and for said County and State,
personally appeared RICHARD N. OGLE, sole incorporator of McDONALD & COMPANY
INVESTMENTS, INC., being the person who executed the foregoing Certificate of
Amendment, known to me personally as such, and acknowledged the Certificate of
Amendment to be his act and deed and the act and deed of said corporation and
that the facts stated therein are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal, at
Cleveland, Ohio, this 3rd day of June, 1983.



                                 /s/ Thomas E. Baker
                                 ----------------------------
                                 Notary Public

                                 THOMAS EMORY BAKER
                                    Notary Public - State of Ohio
                                 My commission has no expiration date.
                                       Section 147.03 R.C.








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