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                                                                    EXHIBIT 3.16

                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                            T.O. HAAS TIRE CO., INC.


         The undersigned President and Assistant Secretary of T.O. Haas Tire
Co., Inc., do hereby certify that:

         1.       The Articles of Incorporation of T.O. Haas Tire Co., Inc.,
have been amended by substituting the following in place of ARTICLE VII:


                                  ARTICLE VII

                                 CAPITAL STOCK

         The authorized capital stock of said corporation shall be:

         1.       500 shares of common stock of the par value of $100.00 per
share.

         2.       50,000 shares of cumulative preferred stock of the par value
of $10.00 per share.

         a.       Cumulative dividends of 8% per share shall be paid on the
                  preferred stock from legally available funds. Dividends to be
                  paid on said preferred stock shall be payable before dividends
                  are paid on any other class of stock, except that such stock
                  shall have equal dividend preference with any other class of
                  preferred stock authorized by these Articles as they now exist
                  or are hereafter amended.

         b.       Such preferred stock shall be redeemable in whole or in part
                  by the company at the par value of $10.00 per share after
                  issuance at any time.

         c.       In the event that the corporation elects to redeem the
                  preferred shares issued pursuant to this article, the
                  corporation shall provide to the holders thereof, written
                  notice of its intent to redeem said shares of preferred stock,
                  and the proposed redemption date, which date shall be no
                  earlier than 60 days following the date of the notice of
                  redemption.
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         3.       The voting rights of the holders of the stock of the
corporation shall be as follows:

         a.       Each holder of the common stock of the corporation shall be
                  entitled to one vote for each share of stock standing in the
                  holder's name on the books of the corporation. At the election
                  of directors, each holder of the common stock shall have as
                  many votes as the number of shares of common stock owned by
                  such holder multiplied by the number of directors to be
                  elected by the holders of the common stock. These votes may be
                  divided among the total number of directors to be elected by
                  the holders of common stock, or distributed among any lesser
                  number, in such proportion as the holder may desire.

         b.       The holders of each class of the preferred stock shall have no
                  voting rights, except that they shall be entitled to vote with
                  the holders of the common stock, voting together as one class,
                  and an affirmative vote of two-thirds of the total shares
                  shall be required to approve:

                  (1)      Any amendments to the articles of incorporation which
                  affect the rights, dividends or preferences of the preferred
                  stock;

                  (2)      The merger or consolidation of the corporation with
                  another corporation;

                  (3)      The sale, lease, exchange, mortgage pledge or other
                  disposition of all or substantially all of the corporation's
                  property not in the ordinary course of business of the
                  corporation; and

                  (4)      the voluntary dissolution of the corporation.

         4.       In the event of the voluntary or involuntary liquidation,
dissolution, or other termination of the corporation, the holders of the shares
of the preferred stock shall be entitled only to cash payment of the par value
of their shares, plus all declared
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and unpaid dividends up to the date fixed for distribution. Such payment shall
be the only payment to which the preferred shareholders are entitled and such
payment shall be made before any payment or distribution is made to the holders
of the common stock of the corporation.

         5.       These amendments were adopted by unanimous written consent of
the shareholders of all of the shares entitled to vote thereon and all of the
directors dated June 24, 1983.

         6.       The stated capital of the Corporation has not been changed,
except by the addition of the two classes of preferred stock as reflected
herein. The stated capital is now:

         a.       $50,000 of Common Stock
         b.       $500,000 of Cumulative Preferred Stock

Dated: June 24, 1983

                                    /s/ Randy Haas
                                   -----------------------
                                           President

                                   /s/
                                   -----------------------
                                     Assistant Secretary