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                                                                     Exhibit 3.2
                                   Exhibit A

                             ARTICLES OF AMENDMENT

                            TO THE RESTATED CHARTER

                       OF THE ARNOLD PALMER GOLF COMPANY


                 Pursuant to the provisions of Section 48-20-106 and 48-16-102
of the Tennessee Business Corporation Act, the undersigned corporation adopts
the following Articles of Amendment to its Restated Charter:

                 1.       The name of the corporation is:

                          The Arnold Palmer Golf Company

                 2.       The text of the amendment adopted is:

                 A new Paragraph 6.C. shall be added to Part I of the Restated
                 Charter, which shall read as follows:

                 Series NB Preferred Stock. The corporation is authorized to
                 issue 833,333 shares of "Series NB Preferred Stock," par value
                 $.50 per share, with the following powers, preferences,
                 rights, qualifications, limitations and restrictions:

                                  1.       Conversion. Each outstanding share
                 of Series NB Preferred Stock shall be convertible at any time
                 into one share (the "Conversion Number") of common stock, $.50
                 par value, of the corporation (the "Common Stock"). Each
                 conversion of shares of Series NB Preferred Stock into shares
                 of Common Stock will be effected by the surrender of the
                 certificate or certificates representing the shares to be
                 converted, at the principal office of the corporation at any
                 time during normal business hours, together with a written
                 notice by the holder of such shares stating the number of
                 shares of Series NB Preferred Stock that are being converted
                 into shares of Common Stock. Upon receipt of such notice by
                 the corporation, the rights of any such holder with respect to
                 the converted Series NB Preferred Stock shall cease and the
                 holder will be deemed to have become the holder of record of
                 the shares of Common Stock issuable upon conversion.
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                 At such time, the corporation will issue and deliver, in
                 accordance with the surrendering holder's instructions, the
                 certificate or certificates for the Common Stock issuable upon
                 conversion and a certificate representing any shares of Series
                 NB Preferred Stock that were represented by the certificate or
                 certificates delivered to the corporation in connection with
                 such conversion but that were not converted. The issuance of
                 certificates for the Common Stock upon conversion will be made
                 without charge to the holder or holders of such shares for any
                 issuance tax (except stock transfer taxes) in respect thereof
                 or other costs incurred by the corporation in connection with
                 such conversion. In the event the corporation shall at any
                 time after the date the shares of Series NB Preferred stock
                 are issued (i) declare any dividend on Common Stock payable in
                 shares of Common Stock, (ii) subdivide the outstanding shares
                 of Common Stock, or (iii) combine the outstanding shares of
                 Common Stock into a smaller number of shares, then in each
                 such case, the Conversion Number in effect immediately after
                 such event shall be the Conversion Number in effect
                 immediately prior to such event multiplied by a fraction, the
                 numerator of which is the number of shares of Common Stock
                 outstanding immediately after such event, and the denominator
                 of which is the number of shares of Common Stock that were
                 outstanding immediately prior to such event.

                                  2.    Dividends.

                                        (a)     The holders of the Series NB
                 Preferred Stock shall be entitled to receive, in preference to
                 the holders of Common Stock and any other junior stock,
                 cumulative dividends equal to thirty percent (30%) of the
                 earnings realized by the corporation from the corporation's
                 holdings of Series D Preferred Stock of Nevada Bob's Holdings,
                 Inc. (the "Series D Preferred Stock"). The corporation's
                 earnings from the Series D Preferred Stock shall include
                 dividends received by the corporation on the Series D
                 Preferred Stock, amounts received in excess of $5,000,000 on
                 the redemption of the Series D Preferred Stock, and any gain
                 realized by the corporation on the common stock of Nevada
                 Bob's Holdings, Inc. ("Nevada Bob's") (assuming a





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                 $5,000,000 cost basis) in the event the Series D Preferred
                 Stock has been converted into common stock of Nevada Bob's.

                                        (b)     Cumulative dividends on the
                 Series NB Preferred Stock shall be payable upon (i) conversion
                 of the Series NB Preferred Stock to Common Stock (payable at
                 the option of the corporation in cash, Common Stock (valued at
                 the average closing price for the 30 trading days immediately
                 prior to payment as reported on the National Association of
                 Securities Dealers Automated Quotation System or such other
                 national securities exchange on which the Common Stock is
                 traded, and if no such public trading market exists for the
                 Common Stock, the valuation of the Common Stock shall be based
                 upon the written opinion of an investment banking firm
                 selected by the corporation's board of directors) or Series D
                 Preferred Stock or common stock of Nevada Bob's in the case of
                 a conversion of the Series D Preferred Stock (valued as
                 determined by the corporation's board of directors)) or (ii) a
                 redemption of the Series NB Preferred Stock as provided in
                 paragraph 3 below.

                                  3.       Redemption. The corporation shall be
                 required to redeem the Series NB Preferred Stock on a pro rata
                 basis upon (a) a redemption by Nevada Bob's of the Series D
                 Preferred Stock, or (b) upon a sale by the corporation of its
                 holdings of Series D Preferred Stock or common stock of Nevada
                 Bob's in the case of a conversion of the Series D Preferred
                 Stock. The Series NB Preferred Stock shall be redeemed at a
                 price equal to $5,000,000 plus cumulative dividends (as
                 determined in accordance with paragraph 2 hereof) on the
                 Series NB Preferred Stock.

                                  4.       Liquidation. In the event of any
                 voluntary or involuntary liquidation, dissolution or winding
                 up of the affairs of the corporation, the holders of Series NB
                 Preferred Stock shall be entitled to receive in full out of
                 the assets of the corporation, including its capital, before
                 any amount shall be paid or distributed among the holders of
                 shares of Common Stock or any other junior stock, $5,000,000
                 plus cumulative dividends (as determined in accordance with
                 paragraph 2





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                 hereof) of the Series NB Preferred Stock (the "Series NB
                 Liquidation Preference"). In the event the assets of the
                 corporation available therefor are insufficient to permit the
                 payment in full of the Series NB Liquidation Preference, then
                 such assets shall be distributed ratably to the holders of the
                 Series NB Preferred Stock. After payment to the holders of
                 Series NB Preferred Stock of the Series NB Liquidation
                 Preference, the holders of Series NB Preferred Stock shall
                 have no right or claim to any of the remaining assets of the
                 corporation.

                                  5.    Voting Rights. The holders of shares
                 of Series NB Preferred Stock shall have the following voting
                 rights:

                                        (a)     Each share of Series NB
                 Preferred Stock shall entitle the holder thereof to one vote
                 on all matters submitted to a vote of the shareholders of the
                 corporation; and

                                        (b)     Except as otherwise provided
                 herein, by law or in the Restated Charter, the holders of
                 shares of Series NB Preferred Stock and the holders of shares
                 of Common Stock shall vote together as one class on all
                 matters submitted to a vote of shareholders of the
                 corporation.

                                  6.    Registration Rights.

                                        (a) Corporation Registration.

                                        (i)      Whenever the corporation
                          proposes to register any of its Shares, either for
                          its own account or the account of a security holder
                          or holders, under the Securities Act of 1933 (the
                          "Securities Act"), other than a registration on Form
                          S-8 relating to employee benefit plans or in
                          connection with a business combination transaction on
                          Form S-8 or S-4 (or any successor to Form S-8 or
                          S-4), and the registration form to be used may be
                          used for the registration of shares of Common Stock
                          received by the former holder of Series NB Preferred
                          Stock (the "Shareholder") upon a conversion of the
                          Series NB Preferred Stock (the "Shares"), the
                          corporation will give





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                          prompt written notice to the Shareholder of its
                          intention to effect such a registration and will
                          include in such registration (and any related
                          qualification under blue sky laws or other
                          compliance) all the Shares with respect to which the
                          corporation has received a written request for
                          inclusion therein within 20 days after receipt of the
                          corporation's notice. The Shareholder shall be
                          entitled to participate in an unlimited number of
                          such registrations.

                                        (ii)   If the registration of which the
                          corporation gives notice is for a registered public
                          offering involving an underwriting, the corporation
                          shall so advise the Shareholder as part of the
                          written notice given pursuant to paragraph 6(a)(i).
                          In such event, the right of the Shareholder to
                          registration pursuant to this paragraph 6(a) shall be
                          conditioned upon its participation in such
                          underwriting and the inclusion of the Shares in the
                          underwriting to the extent provided herein. When
                          proposing to distribute its Shares through such
                          underwriting, the Shareholder shall (together with
                          the corporation and any and all other shareholders
                          distributing their securities through such
                          underwriting) enter into an underwriting agreement in
                          customary form with the managing underwriter selected
                          for such underwriting by the corporation.
                          Notwithstanding any other provision of this paragraph
                          6, if the managing underwriter determines that
                          marketing factors require a limitation of the number
                          of shares to be underwritten, it shall so advise the
                          Shareholder in writing specifying the marketing
                          factors imposing a limitation on the number of shares
                          to be underwritten, and the managing underwriter may
                          limit the Shares to be included in such registration
                          on a pro rata basis with all other securities to be
                          included in such registration other than those being
                          registered for the corporation's own account.

                                        (iii)  The corporation shall have the
                          right to terminate or withdraw any registration
                          initiated by it under this paragraph





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                          6(a) prior to the effectiveness of such registration
                          whether or not the Shareholder has elected to include
                          any Shares in such registration. If the Shareholder
                          disapproves of the final terms of any underwriting
                          undertaken pursuant to this paragraph 6(a), the
                          Shareholder may elect to withdraw therefrom by
                          written notice to the corporation and the managing
                          underwriter. If the Shareholder so elects, the
                          corporation shall either (a) withdraw the Shares from
                          registration, or (b) substitute newly issued shares
                          of the corporation for the Shares in such
                          registration.

                                        (b)     Demand Registration. Following
                 a conversion of the Series NB Preferred Stock into Common
                 Stock, the Shareholder shall have the right to demand that the
                 corporation register the Shares under the Securities Act. Upon
                 receipt of a written notice of demand from the Shareholder
                 specifying the number of Shares to be registered, the
                 corporation will use its best efforts to effect the
                 registration of the Shares and to cause the Shares to be
                 qualified in such jurisdictions as the Shareholder may
                 reasonably request; provided, however, that the corporation
                 shall not be required to effect more than one registration
                 pursuant to this paragraph 6(b). The substantive provisions of
                 paragraph 6(a)(ii) shall be applicable to the registration
                 initiated under this paragraph 6(b).

                                        (c)     Registration Procedures. In the
                 case of each registration, qualification or compliance
                 effected by the corporation pursuant to this paragraph 6, the
                 corporation shall keep the Shareholder advised in writing as
                 to the initiation of each registration, qualification and
                 compliance and as to the completion thereof. At its expense,
                 the corporation shall:

                                        (i)      prepare and file with the
                          Securities and Exchange Commission (the "SEC") a
                          registration statement with respect to such
                          securities and use its best efforts to cause such
                          registration statement to become and remain effective
                          for at least three hundred sixty five (365) days,
                          provided that no such registration shall constitute a
                          shelf regis-





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                          tration under Rule 415 promulgated by the SEC under 
                          the Securities Act;

                                        (ii)   enter into a written
                          underwriting agreement in customary form and
                          substance reasonably satisfactory to the corporation,
                          the Shareholder and the managing underwriter or
                          underwriters of the public offering of such
                          securities, if the offering is to be underwritten in
                          whole or in part;

                                        (iii)  furnish to the Shareholder and
                          to the underwriters of the securities being
                          registered such reasonable number of copies of the
                          registration statement, preliminary prospectus, final
                          prospectus and such other documents as such
                          underwriters may reasonably request in order to
                          facilitate the public offering of such securities;

                                        (iv)   use its best efforts to register
                          or qualify the securities covered by such
                          registration statement under such state securities or
                          blue sky laws of such jurisdiction as the Shareholder
                          may reasonably request within ten (10) days prior to
                          the original filing of such registration statement,
                          except that the corporation shall not for any purpose
                          be required to execute a general consent to service
                          of process or to qualify to do business as a foreign
                          corporation in any jurisdiction where it is not so
                          qualified;

                                        (v)    notify the Shareholder
                          promptly after it shall receive notice thereof of the
                          time when such registration statement has become
                          effective or a supplement to any prospectus forming a
                          part of such registration statement has been filed;

                                        (vi)   notify the Shareholder promptly
                          of any request by the SEC for the amending or
                          supplementing of such registration statement or
                          prospectus or for additional information;

                                        (vii)  prepare and file with the SEC
                          promptly upon the request of the Share-





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                          holder any amendments or supplements to such
                          registration statement or prospectus which, in the
                          reasonable opinion of counsel for the Shareholder, is
                          required under the Securities Act or the rules and
                          regulations thereunder in connection with the
                          distribution of the Shares by the Shareholder;

                                        (viii) prepare and promptly file with
                          the SEC, and promptly notify the Shareholder of the
                          filing of, any such amendments or supplements to such
                          registration statement or prospectus as may be
                          necessary to correct any statements or omissions if,
                          at the time when a prospectus relating to such
                          securities is required to be delivered under the
                          Securities Act, any event has occurred as the result
                          of which any such prospectus or any other prospectus
                          as then in effect would include an untrue statement
                          of a material fact or omit to state any material fact
                          necessary to make the statements therein not
                          misleading in light of the circumstances in which
                          they were made;

                                        (ix)   in case the Shareholder or any
                          underwriter for the Shareholder is required to
                          deliver a prospectus at a time when the prospectus
                          then in effect may no longer be used under the
                          Securities Act, prepare promptly upon request such
                          amendment or amendments to such registration
                          statement and such prospectuses as may be necessary
                          to permit compliance with the requirements of the
                          Securities Act;

                                        (x)    advise the Shareholder
                          promptly after it shall receive notice or obtain
                          knowledge thereof of the issuance of any stop order
                          by the SEC suspending the effectiveness of such
                          registration statement or the initiation or
                          threatening of any proceeding for that purpose and
                          promptly use its best efforts to prevent the issuance
                          of any stop order or to obtain its withdrawal if such
                          stop order should be issued; and

                                        (xi)   at the request of the
                          Shareholder, furnish on the effective date of





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                          the registration statement and, if such registration
                          includes an underwritten public offering at the
                          closing provided for in the underwriting agreement,
                          (i) an opinion, dated each such date, of the counsel
                          representing the corporation for the purposes of such
                          registration, addressed to the underwriters, if any,
                          and to the Shareholder, covering such matters with
                          respect to the registration statement, the prospectus
                          and each amendment or supplement thereto, proceedings
                          under state and federal securities laws, other
                          matters relating to the corporation, the securities
                          being registered and the offer and sale of such
                          securities as are customarily the subject of opinions
                          of issuer's counsel provided to underwriters in
                          underwritten public offerings; and (ii) use its best
                          efforts to obtain a letter dated each such date, from
                          the independent public accountants of the
                          corporation, to the extent that such accountants are
                          willing to provide such a letter, addressed to the
                          underwriters, if any, and to the Shareholder, stating
                          that they are independent public accountants within
                          the meaning of the Securities Act and that in the
                          opinion of such accountants the financial statements
                          and other financial data of the corporation included
                          in the registration statement or the prospectus or
                          any amendment or supplement thereto comply in all
                          material respects with the applicable accounting
                          requirements of the Securities Act, and additionally
                          covering such other financial matters, including
                          information as to the period ending not more than
                          five (5) business days prior to the date of such
                          letter with respect to the registration statement and
                          prospectus, as the underwriters or the Shareholder
                          may reasonably request.

                                        (d)     Expenses of Registration. All
                 expenses, except Selling Expenses (as defined below), incurred
                 by the corporation in complying with this paragraph 6,
                 including, without limitation, all registration, qualification
                 and filing fees, printing expenses, courier and shipping
                 charges, escrow fees, fees and disbursements of counsel for
                 the corporation, blue sky fees and





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                 expenses and the expense of any special audits incident to or
                 required by any such registration, shall be borne by the
                 corporation.  All Selling Expenses relating to Shares
                 registered on behalf of the Shareholder pursuant to this
                 paragraph 6 shall be borne by the Shareholder. "Selling
                 Expenses" shall mean all underwriting discounts, selling
                 commissions and stock transfer taxes applicable to the Shares
                 registered by the Shareholder and all fees and disbursements
                 of counsel for the Shareholder.

                 3.       The amendment was duly adopted by the Board of
Directors of the corporation on August 16, 1996.  Shareholder approval of the
amendment was not required.



DATED:   August 16, 1996                   THE ARNOLD PALMER GOLF COMPANY

                                           By: /s/ George H. Nichols
                                              ------------------------------    
                                              George H. Nichols 
                                              President and Chief
                                                Operating Officer





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