<PAGE>   1
                                                                     EXHIBIT 3.0

          ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF
                         AMERICAN REALTY TRUST, INC.

                              setting forth the

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING OR OPTIONAL
                        OR OTHER SPECIAL RIGHTS, AND
             QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF

                                     of

               SERIES F CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                     of

                         AMERICAN REALTY TRUST, INC.

                   (Pursuant to Section 14-2-602(d) of the
                     Georgia Business Corporation Code)

                            --------------------

         American Realty Trust, Inc., a corporation organized and existing
under the Georgia Business Corporation Code (hereinafter called the
"Corporation"), hereby certifies:

         THAT, pursuant to the authority conferred upon the board of Directors
(the "Board of Directors") by the articles of incorporation, as amended
("Articles of Incorporation") of the Corporation, and pursuant to Section 14-2-
602(d) of the Georgia Business Corporation Code (which Section provides that no
shareholder action is required in order to effect these articles of amendment),
the Board of Directors by unanimous written consent dated August 13, 1997, duly
adopted certain recitals and resolutions providing for the designations,
preferences and relative participating, optional or other special rights and
qualifications, limitations or other restrictions thereof, of a series of
special stock of the Corporation, specifically the Series F Cumulative
Convertible Preferred Stock, which recitals and resolutions are as follows:

         WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 16,666,667 shares of common voting stock,
$0.01 par value per share (the "Common Stock"), and 20,000,000 shares of a
special class of stock, $2.00 par value per share (the "Special Stock"), which
Special Stock may be issued from time to time in one or more series and shall
be designated as the Board of Directors may determine to have such voting
powers, preferences, limitations and relative rights with respect to the shares
of each series of the class of Special Stock of the Corporation as expressly
provided in a resolution or resolutions providing for the issuance of such
series adopted by the Board of Directors which is vested with the authority in
respect thereof;

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         WHEREAS, 4,000 shares of such Special Stock have been previously
designated as the Series B 10% Cumulative Preferred Stock prior to the date
hereof, all of which have been issued and are outstanding;

         WHEREAS, 16,681 shares of such Special Stock have been previously
designated as the Series C 10% Cumulative Preferred Stock prior to the date
hereof, all of which have been issued and are outstanding;

         WHEREAS, 91,000 shares of such Special Stock have been previously
designated as the Series D Cumulative Preferred Stock prior to the date hereof,
none of which has been issued or is outstanding;

         WHEREAS, 80,000 shares of such Special Stock have been previously
designated as the Series E Cumulative Convertible Preferred Stock prior to the
date hereof, none of which has been issued or is outstanding; and

         WHEREAS, the Board of Directors now desires to further amend the
Articles of Incorporation to designate an additional series of the Special
Stock.

         NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted
to the Board of Directors by Article Five of the Articles of Incorporation, the
Board of Directors hereby further amends the Articles of Incorporation to
provide for the issuance of a single series of Special Stock consisting of the
number of shares in such series as set forth below and, subject to the
provisions of Article Five of the Articles of Incorporation, hereby fixes and
determines with respect to such series the following designations, preferences
and relative participating, optional or other special rights, if any, and
qualifications, limitations and restrictions thereof:

Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Series F Cumulative Convertible Preferred Stock" (the "Series F
Preferred Stock") and each share of the Series F Preferred Stock shall have a
par value of $2.00 per share and a preference on liquidation as specified in
Section 6 below. The number of shares constituting the Series F Preferred Stock
shall be 7,500,000.  Such number of shares may be increased or decreased by the
Board of Directors by filing articles of amendment as provided in the Georgia
Business Corporation Code; provided, that no decrease shall reduce the number
of shares of Series F Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon
the exercise of outstanding options, rights or warrants; provided further, that
no increase in the authorized amount of shares constituting Series F Preferred
Stock shall be made without the prior written consent of the holders of a
majority of shares of Series F Preferred Stock then outstanding voting
separately as a class.

Section 2.  Dividends and Distributions.

         (A)     The holders of shares of Series F Preferred Stock shall be
                 entitled to receive, when, as, and if declared by the Board of
                 Directors and to the extent permitted under the Georgia
                 Business Corporation Code, out of funds legally





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                 available for the purpose and in preference to and with
                 priority over dividends upon all Junior Securities, quarterly
                 cumulative dividends payable in arrears in cash on the
                 fifteenth day following the end of each calendar quarter (each
                 such date being referred to herein as a "Quarterly Dividend
                 Payment Date"), commencing on October 15, 1998, in an amount
                 per share (rounded to the next highest cent) equal to 10% per
                 annum of the Adjusted Liquidation Value, as determined
                 immediately prior to the beginning of such calendar quarter
                 assuming each year consists of 360 days and each quarter
                 consists of 90 days.  The term "Adjusted Liquidation Value"
                 shall mean Liquidation Value (as defined in Section 6) plus
                 all accrued and unpaid dividends through the applicable date.
                 The foregoing is intended to provide a 10% cumulative return,
                 compounded on a quarterly basis, on the Liquidation Value from
                 August 16, 1998.

         (B)     Dividends shall commence accruing cumulatively on outstanding
                 shares of the Series F Preferred Stock from August 16, 1998 to
                 and including the date on which the Redemption Price (as
                 defined in Section 9(A), below) of such shares is paid,
                 whether or not such dividends have been declared and whether
                 or not there are profits, surplus or other funds of the
                 Corporation legally available for the payment of such
                 dividends.  Dividends for the first Quarterly Dividend Payment
                 Date shall accrue and shall be payable for a period of 45
                 days.  Dividends payable on each Quarterly Dividend Payment
                 Date shall be dividends accrued and unpaid through the last
                 Business Day (as defined in  Section 3(A) below) of the
                 immediately preceding calendar month.  The Board of Directors
                 may fix a record date for the determination of holders of
                 shares of Series F Preferred Stock entitled to receive payment
                 of a dividend or distribution declared thereon other than a
                 quarterly dividend paid on the Quarterly Dividend Payment Date
                 immediately after such dividend accrued; which record date
                 shall be not more than 50 days prior to the date fixed for the
                 payment thereof.

         (C)     So long as any shares of the Series F Preferred Stock are
                 outstanding, the Corporation will not make, directly or
                 indirectly, any distribution (as such term is defined in the
                 Georgia Business Corporation Code) in respect of Junior
                 Securities unless on the date specified for measuring
                 distributions in Section 14-2-640(e) of the Georgia Business
                 Corporation Code (a) all accrued dividends on the Series F
                 Preferred Stock for all past quarterly dividend periods have
                 been paid in full and the full amount of accrued dividends for
                 the then current quarterly dividend period has been paid or
                 declared and a sum sufficient for the payment thereof set
                 apart and (b) after giving effect to such distribution (i) the
                 Corporation would not be rendered unable to pay its debts as
                 they become due in the usual course of business and (ii) the
                 Corporation's total assets would not be less than the sum of
                 its total liabilities plus the amount that would be needed, if
                 the Corporation were to be dissolved at the time of the
                 distribution, to satisfy the preferential rights upon
                 dissolution of the holders of the Series F Preferred Stock as
                 provided in





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                 these Articles of Amendment.  Dividends shall not be paid (in
                 full or in part) or declared and set apart for payment (in
                 full or in part) on any series of Special Stock (including the
                 Series F Preferred Stock) for any dividend period unless all
                 dividends, in the case dividends are being paid in full on the
                 Series F Preferred Stock, or a ratable portion of all
                 dividends (i.e., so that the amount paid on each share of each
                 series of Special Stock as a percentage of total accrued and
                 unpaid dividends for all periods with respect to each such
                 share is equal), in the case dividends are not being paid in
                 full on the Series F Preferred Stock, have been or are,
                 contemporaneously, paid and declared and set apart for payment
                 on all outstanding series of Special Stock (including the
                 Series F Preferred Stock) entitled thereto for each dividend
                 period terminating on the same or earlier date.  If at any
                 time the Corporation pays less than the total amount of
                 dividends then accrued with respect to the Series F Preferred
                 Stock, such payment will be distributed ratably among the then
                 holders of Series F Preferred Stock so that an equal amount is
                 paid with respect to each outstanding share.

Section 3.  Conversion Rights.

         (A)     The Series F Preferred Stock may be converted at any time and
                 from time to time in whole or in part after the earliest to
                 occur of (i) August 15, 2003, (ii) the first Business Day, if
                 any, occurring after a Quarterly Dividend Payment Date on
                 which dividends equal to or in excess of 5% of the Liquidation
                 Value (i.e., $0.50 per share) are  accrued and unpaid, or
                 (iii) the Corporation becomes obligated to mail a statement
                 pursuant to subsection (G)(iv) below, at the option of the
                 holders thereof, in accordance with subsection (D) below at
                 the Conversion Price (as defined below in subsection (D)) into
                 fully paid and nonassessable Common Stock of the Corporation
                 by dividing (i) the Adjusted Liquidation Value for such share
                 of Series F Preferred Stock as of the date of conversion by
                 (ii) the Conversion Price; provided, however, that as to any
                 shares of Series F Preferred Stock which shall have been
                 called for redemption, the right of conversion shall terminate
                 at the close of business on the second full Business Day
                 (unless otherwise provided, "Business Day" herein shall mean
                 any day other than a Saturday, a Sunday or a day on which
                 banking institutions in Dallas, Texas are authorized or
                 obligated by law or executive order to remain closed) prior to
                 the date fixed for redemption.  Notwithstanding anything to
                 the contrary herein provided, the Corporation may elect to
                 redeem the shares of Series F Preferred Stock sought to be
                 converted hereunder instead of issuing shares of Common Stock
                 in replacement thereof in accordance with the provisions of
                 Section 3(D), below.

         (B)     For purposes of this Section 3, the term "Conversion Price"
                 shall be and mean the amount obtained (rounded upward to the
                 next highest cent) by multiplying (i) 0.9 by (ii) the simple
                 average of the daily closing price of the Common Stock for the
                 twenty Business Days ending on the last Business Day of the





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                 calendar week immediately preceding the date of conversion on
                 the New York Stock Exchange or, if the shares of Common Stock
                 are not then being traded on the New York Stock Exchange, then
                 on the principal stock exchange (including without limitation
                 NASDAQ NMS or NASDAQ Small Cap) on which such Common Stock is
                 then listed or admitted to trading as determined by the
                 Corporation (the "Principal Stock Exchange") or, if the Common
                 Stock is not then listed or admitted to trading on a Principal
                 Stock Exchange, the average of the last reported closing bid
                 and asked prices on such days in the over-the-counter market
                 or, if no such prices are available, the fair market value per
                 share of the Common Stock, as determined by the Board of
                 Directors of the Corporation in its sole discretion.  The
                 Conversion Price shall not be subject to any adjustment as a
                 result of the issuance of any additional shares of Common
                 Stock by the Corporation for any purpose, except for stock
                 splits (whether accomplished by stock dividend or otherwise).
                 For purposes of calculating the Conversion Price, the term
                 "Business Day" shall mean a day on which the exchange looked
                 to for purposes of determining the Conversion Price is open
                 for business or, if no such exchange, the term "Business Day"
                 shall have the meaning given such term in Section 3(A), above.

         (C)     Upon any conversion, fractional shares of Common Stock shall
                 not be issued but any fractions shall be adjusted by the
                 delivery of one additional share of Common Stock in lieu of
                 any cash. Any accrued but unpaid dividends shall be
                 convertible into shares of Common Stock as provided for in
                 this Section.  The Corporation shall pay all issue taxes, if
                 any, incurred in respect to the issuance of Common Stock on
                 conversion, provided, however, that the Corporation shall not
                 be required to pay any transfer or other taxes incurred by
                 reason of the issuance of such Common Stock in names other
                 than those in which the Series F Preferred Stock surrendered
                 for conversion may stand.

         (D)     Any conversion of Series F Preferred Stock into Common Stock
                 shall be made by the surrender to the Corporation, at the
                 office of the Corporation set forth in Section 12 hereof or at
                 the office of the transfer agent for such shares, of the
                 certificate or certificates representing the Series F
                 Preferred Stock to be converted, duly endorsed or assigned
                 (unless such endorsement or assignment be waived by the
                 Corporation), together with a written request for conversion.
                 The Corporation shall either (i) issue as of the date of
                 receipt by the Corporation of such surrender shares of Common
                 Stock calculated as provided above and evidenced by a stock
                 certificate delivered to the holder as soon as practicable
                 after the date of such surrender or (ii) within two Business
                 Days after the date of such surrender advise the holder of the
                 Series F Preferred Stock that the Corporation is exercising
                 its option to redeem the Series F Preferred Stock pursuant to
                 Section 3(A), above, in which case the Corporation shall have
                 thirty (30) days from the date of such surrender to pay to the
                 holder cash in an amount equal to the Conversion Price for
                 each share of Series F Preferred Stock so redeemed.  The date
                 of surrender of any Series F Preferred Stock shall be the date
                 of receipt by the Corporation or its agent





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                 of such surrendered shares of Series F Preferred Stock.

         (E)     A number of authorized shares of Common Stock sufficient to
                 provide for the conversion of the Series F Preferred Stock
                 outstanding upon the basis hereinbefore provided shall at all
                 times be reserved for such conversion.  If the Corporation
                 shall propose to issue any securities or to make any change in
                 its capital structure which would change the number of shares
                 of Common Stock into which each share of Series F Preferred
                 Stock shall be convertible as herein provided, the Corporation
                 shall at the same time also make proper provision so that
                 thereafter there shall be a sufficient number of shares of
                 Common Stock authorized and reserved for conversion of the
                 outstanding Series F Preferred Stock on the new basis.

         (F)     The term "Common Stock" shall mean stock of the class
                 designated as Common Stock of the Corporation on the date the
                 Series F Preferred Stock is created or stock of any class or
                 classes resulting from any reclassification or
                 reclassifications thereof, the right of which to share in
                 distributions of both earnings and assets is without
                 limitation in the Articles of Incorporation of the Corporation
                 as to any fixed amount or percentage and which are not subject
                 to redemption; provided, that if at any time there shall be
                 more than one such resulting class, the shares of each such
                 class then issuable on conversion of the Series F Preferred
                 Stock shall be substantially in the proportion which the total
                 number of shares of stock of each such class resulting from
                 all such reclassifications bears to the total number of shares
                 of stock of all such classes resulting from all such
                 reclassifications.

         (G)     In case the Corporation shall propose at any time before all
                 shares of the Series F Preferred Stock have been redeemed by
                 or converted into Common Stock of the Corporation:

                          (i)     to pay any dividend on the Common Stock
                 outstanding payable in Common Stock or to make any other
                 distribution, other than cash dividends to the holders of the
                 Common Stock outstanding; or

                          (ii)    to offer for subscription to the holders of
                 the Common Stock outstanding any additional shares of any
                 class or any other rights or option; or

                          (iii)   to effect any re-classification or
                 recapitalization of the Common Stock outstanding involving a
                 change in the Common Stock, other than a subdivision or
                 combination of the Common Stock outstanding; or

                          (iv)    to merge or consolidate with or into any
                 other corporation (unless the Corporation is the surviving
                 entity and holders of Common Stock continue to hold such
                 Common Stock without modification and without receipt of any
                 additional consideration), or to sell, lease, or convey all or





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                 substantially all its property or business, or to liquidate,
                 dissolve or wind up;

         then, in each such case, the Corporation shall mail to the holders of
         record of each of the shares of Series F Preferred Stock at their last
         known addresses as shown by the Corporation's records a statement,
         signed by an officer of the Corporation, with respect to the proposed
         action, such statement to be so mailed at least thirty (30) days prior
         to the date of the taking of such action or the record date for
         holders of the Common Stock for the purposes thereof, whichever is
         earlier.  If such statement relates to any proposed action referred to
         in clauses (iii) or (iv) of this subsection (G), it shall set forth
         such facts with respect thereto as shall reasonably be necessary to
         inform the holders of the Series F Preferred Stock as to the effect of
         such action upon the conversion rights of such holders.

Section 4.  Voting Rights and Powers. The holders of shares of Series F
Preferred Stock shall have only the following voting rights:

         (A)     Except as may otherwise be specifically required by law under
                 Section 14-2-1004 of the Georgia Business Corporation Code or
                 otherwise provided herein, the holders of the shares of Series
                 F Preferred Stock shall not have the right to vote such stock,
                 directly or indirectly, at any meeting of the shareholders of
                 the Corporation, and such shares of stock shall not be counted
                 in determining the total number of outstanding shares to
                 constitute a quorum at any meeting of shareholders;

         (B)     In the event that, under the circumstances, the holders of the
                 Series F Preferred Stock are required by law to vote upon any
                 matter, the approval of such series shall be deemed to have
                 been obtained only upon the affirmative vote of the holders of
                 a majority of the shares of the Series F Preferred Stock then
                 outstanding;

         (C)     Except as set forth herein, or as otherwise provided by the
                 Articles of Incorporation or by law, holders of the Series F
                 Preferred Stock shall have no voting rights and their consent
                 shall not be required for the taking of any corporate action;

         (D)     Notwithstanding anything herein to the contrary, if and
                 whenever at any time or times all or any portion of the
                 dividends on Series F Preferred Stock for any six quarterly
                 dividends, whether or not consecutive, shall be in arrears and
                 unpaid, then and in any such event, the number of Directors
                 constituting the Board of Directors shall be increased by two,
                 and the holders of Series F Preferred Stock, voting separately
                 as a class, shall be entitled at the next annual meeting of
                 shareholders, or at a special meeting of holders of Series F
                 Preferred Stock called as hereinafter provided, to elect two
                 Directors to fill such newly created Directorships.  Each
                 holder shall be entitled to one vote in such election for each
                 share of Series F Preferred Stock held.  At such time as all
                 arrearages in dividends on the Series F Preferred Stock shall
                 have been paid in full and dividends thereon for the current
                 quarterly period shall have





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                 been paid or declared and a sum sufficient for the payment
                 thereof set aside, then (i) the voting rights of holders of
                 Series F Preferred Stock described in this subsection (D)
                 shall cease (subject always to revesting of such voting rights
                 in the event of each and every similar future arrearages in
                 quarterly dividends), (ii) the term of the Directors then in
                 office as a result of the voting rights described in this
                 subsection (D) shall terminate and (iii) the number of
                 Directors shall be reduced by the number of Directors then in
                 office elected pursuant to this subsection (D).  A vacancy in
                 the class of Directors elected pursuant to this subsection (D)
                 shall be filled by a Director chosen by the remaining
                 Directors of the class, unless such vacancy is filled pursuant
                 to the final sentence of subsection (G);

         (E)     At any time when the voting right described in subsection (D)
                 shall have vested and shall remain in the holders of Series F
                 Preferred Stock, such voting right may be exercised initially
                 either at a special meeting of holders of Series F Preferred
                 Stock or at any annual or special shareholders' meeting called
                 for the purpose of electing Directors, but thereafter it shall
                 be exercised only at annual shareholders' meetings.  If such
                 voting right shall not already have been initially exercised,
                 the Secretary of the Corporation may, and upon the written
                 request of the holders of record of at least 10% of the shares
                 of Series F Preferred Stock then outstanding shall, call a
                 special meeting of the holders of Series F Preferred Stock for
                 the purpose of electing two Directors pursuant to subsection
                 (D), and notice thereof shall be given to the holders of
                 Series F Preferred Stock in the same manner as that required
                 to be given to holders of the Corporation's Common Stock for
                 the annual meeting of shareholders.  Such meeting shall be
                 held at the earliest practicable date upon the notice required
                 for special meetings of shareholders of the Corporation, or,
                 if none, at a time and place designated by the Secretary of
                 the Corporation.

         (F)     At any meeting held for the purpose of electing Directors at
                 which the holders of Series F Preferred Stock shall have the
                 right to elect Directors as provided in subsection (D) above,
                 the presence in person or by proxy of the holders of at least
                 thirty-five percent (35%) of the then outstanding shares of
                 Series F Preferred Stock shall be required and be sufficient
                 to constitute a quorum of Series F Preferred Stock for the
                 election of Directors by Series F Preferred Stock, and the
                 vote of the holders of a majority of such shares so present in
                 person or by proxy at any such meeting at which there shall be
                 such a quorum shall be required and be sufficient to elect the
                 members of the Board of Directors which the holders of Series
                 F Preferred Stock are entitled to elect as hereinabove
                 provided.  At any such meeting or adjournment thereof, (i) the
                 absence of a quorum of the holders of Series F Preferred Stock
                 shall not prevent the election of Directors other than the
                 Directors to be elected by the holders of Series F Preferred
                 Stock and (ii) in the case of holders of Series F Preferred
                 Stock entitled to vote for the election of Directors, a
                 majority of the holders present in person or by proxy of such
                 class, if constituting less than a quorum as hereinabove
                 provided, shall have the power to adjourn the meeting for the
                 election of the Directors that the holders of such class are





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                 entitled to elect, from time to time until a quorum shall be
                 present, and notice of such adjourned meeting need not be
                 given unless otherwise required by law, provided that nothing
                 herein shall affect the conduct of the meeting with respect to
                 shareholders of any other class.

         (G)     Any Director who shall have been elected or appointed pursuant
                 to Section 4(D) shall hold office for a term expiring (subject
                 to the earlier termination of the default in quarterly
                 dividends) at the next annual meeting of shareholders, and
                 during such term may be removed at any time, either with or
                 without cause, only by the affirmative vote of the holders of
                 record of a majority of the shares of Series F Preferred Stock
                 then outstanding at a special meeting of such shareholders
                 called for such purpose.  Any vacancy created by such removal
                 may also be filled at such meeting.

Section 5.  Reacquired Shares.  Any shares of Series F Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever or
surrendered for conversion hereunder shall no longer be deemed to be
outstanding and all rights with respect to such shares of stock, including the
right, if any, to receive notices and to vote, shall forthwith cease except, in
the case of stock surrendered for conversion hereunder, rights of the holders
thereof to receive Common Stock in exchange therefor.  All shares of Series F
Preferred Stock obtained by the Corporation shall be retired and canceled
promptly after the acquisition thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of Special Stock and may be
reissued as part of a new series of Special Stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles of Incorporation, or
in any other Certificates of Designations creating a series of Special Stock or
any similar stock or as otherwise required by law.

Section 6.  Liquidation, Dissolution or Winding Up.  The Liquidation Value of
the Series F Preferred Stock shall be $10.00 per share.  Upon any liquidation,
dissolution or winding up of the Corporation, and after paying and providing
for the payment of all creditors of the Corporation, the holders of shares of
the Series F Preferred Stock then outstanding shall be entitled, before any
distribution or payment is made upon any Junior Securities (defined to be and
mean the Common Stock and any other equity security of any kind which the
Corporation at any time has issued, issues or is authorized to issue if the
Series F Preferred Stock has priority over such securities as to dividends or
upon liquidation, dissolution or winding up), to receive a liquidation
preference in an amount in cash equal to the Adjusted Liquidation Value as of
the date of such payment, whether such liquidation is voluntary or involuntary,
and the holders of the Series F Preferred Stock shall not be entitled to any
other or further distributions of the assets.  If, upon any liquidation,
dissolution or winding up of the affairs of the Corporation, the net assets
available for distribution shall be insufficient to permit payment to the
holders of all outstanding shares of all series of Special Stock of the amount
to which they respectively shall be entitled, then the assets of the
Corporation to be distributed to such holders will be distributed ratably among
them based upon the amounts payable on the shares of each such series of
Special Stock in the event of voluntary or





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<PAGE>   10
involuntary liquidation, dissolution or winding up, as the case may be, in
proportion to the full preferential amounts, together with any and all
arrearages to which they are respectively entitled.  Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of Special
Stock have been paid in full the amounts to which they are entitled, the
remaining assets of the Corporation may be distributed to holders of Junior
Securities, including Common Stock, of the Corporation.  The Corporation will
mail written notice of such liquidation, dissolution or winding up, not less
than twenty (20) nor more than fifty (50) days prior to the payment date stated
therein to each record holder of Series F Preferred Stock.  Neither the
consolidation nor merger of the Corporation into or with any other corporation
or corporations, nor the sale or transfer by the Corporation of less than all
or substantially all of its assets, nor a reduction in the capital stock of the
Corporation, nor the purchase or redemption by the Corporation of any shares of
its Special Stock or Common Stock or any other class of its stock will be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 6.

Section 7.  Ranking.  Except as provided in the following sentence, the Series
F Preferred Stock shall rank on a parity as to dividends and upon liquidation,
dissolution or winding up with all other shares of Special Stock issued by the
Corporation.  The Corporation shall not issue any shares of Special Stock of
any series which are superior to the Series F Preferred Stock as to dividends
or rights upon liquidation, dissolution or winding up of the Corporation as
long as any shares of the Series F Preferred Stock are issued and outstanding,
without the prior written consent of the holders of at least 66 2/3% of such
shares of Series F Preferred Stock then outstanding voting separately as a
class.

Section 8.  Redemption at the Option of the Holder.  The shares of Series F
Preferred Stock shall not be redeemable at the option of a holder of Series F
Preferred Stock.

Section 9.  Redemption at the Option of the Corporation.

         (A)     In addition to the redemption right of the Corporation set
                 forth in Section 3(A), above, the Corporation shall have the
                 right to redeem all or a portion of the Series F Preferred
                 Stock issued and outstanding at any time and from time to
                 time, at its option, for cash. The redemption price of the
                 Series F Preferred Stock pursuant to this Section 9 shall be
                 an amount per share (the "Redemption Price") equal to (i) 105%
                 of the Adjusted Liquidation Value as of the Redemption Date
                 (as defined in subsection (B) below) during the period from
                 August 15, 1997, through August 15, 1998; (ii) 104% of
                 Adjusted Liquidation Value as of the Redemption Date during
                 the period from August 16, 1998, through August 15, 1999; and
                 (iii) 103% of the Adjusted Liquidation Value as of the
                 Redemption Date at any time on or after August 16, 1999.


         (B)     The Corporation may redeem all or a portion of any holder's
                 shares of Series F Preferred Stock by giving such holder not
                 less than twenty (20) days nor more than thirty (30) days
                 notice thereof prior to the date on which the





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<PAGE>   11
                 Corporation desires such shares to be redeemed, which date
                 shall be a Business Day (the "Redemption Date").  Such notice
                 shall be written and shall be hand delivered or mailed,
                 postage prepaid, to the holder (the "Redemption Notice").  The
                 Redemption Notice, once given, shall be irrevocable.  If
                 mailed, such notice shall be deemed to be delivered when
                 deposited in the United States Mail, postage prepaid,
                 addressed to the holder of shares of Series F Preferred Stock
                 at his address as it appears on the stock transfer records of
                 the Corporation.  The Redemption Notice shall state (i) the
                 total number of shares of Series F Preferred Stock held by
                 such holder; (ii) the total number of shares of the holder's
                 Series F Preferred Stock that the Corporation intends to
                 redeem; (iii) the Redemption Date and the Redemption Price;
                 and (iv) the place at which the holder(s) may obtain payment
                 of the applicable Redemption Price upon surrender of the share
                 certificate(s).

         (C)     If fewer than all shares of the Series F Preferred Stock at
                 any time outstanding shall be called for redemption, such
                 shares shall be redeemed pro rata, by lot drawn or other
                 manner deemed fair in the sole discretion of the Board of
                 Directors to redeem one or more such shares without redeeming
                 all such shares of Series F Preferred Stock.  If a Redemption
                 Notice shall have been so mailed, at least two Business Days
                 prior to the Redemption Date the Corporation shall provide for
                 payment of a sum sufficient to redeem the applicable number of
                 shares of Series F Preferred Stock subject to redemption
                 either by (i) setting aside the sum required to be paid as the
                 Redemption Price by the Corporation, separate and apart from
                 its other funds, in trust for the account of the holder(s) of
                 the shares of Series F Preferred Stock to be redeemed or (ii)
                 depositing such sum in a bank or trust company (either located
                 in the state where the principal executive office of the
                 Corporation is maintained, such bank or trust company having a
                 combined surplus of at least $20,000,000 according to its
                 latest statement of condition, or such other bank or trust
                 company as may be permitted by the Articles of Incorporation,
                 or by law) as a trust fund, with irrevocable instructions and
                 authority to the bank or trust company to give or complete the
                 notice of redemption and to pay, on or after the Redemption
                 Date, the applicable Redemption Price on surrender of
                 certificates evidencing the share(s) of Series F Preferred
                 Stock so called for redemption and, in either event, from and
                 after the Redemption Date (a) the share(s) of Series F
                 Preferred Stock shall be deemed to be redeemed, (b) such
                 setting aside or deposit shall be deemed to constitute full
                 payment for such shares(s), (c) such share(s) so redeemed
                 shall no longer be deemed to be outstanding, (d) the holder(s)
                 thereof shall cease to be a shareholder of the Corporation
                 with respect to such share(s), and (e) such holder(s) shall
                 have no rights with respect thereto except the right to
                 receive the Redemption Price for the applicable shares.  Any
                 interest on the funds so deposited shall be paid to the
                 Corporation.  Any and all such redemption deposits shall be
                 irrevocable except to the following extent:  any funds so
                 deposited which shall not be required for the redemption of
                 any shares of Series F Preferred Stock because of any prior
                 sale or purchase by the Corporation other than through the
                 redemption process, subsequent to the date of deposit but
                 prior to the





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<PAGE>   12
                 Redemption Date, shall be repaid to the Corporation forthwith
                 and any balance of the funds so deposited and unclaimed by the
                 holder(s) of any shares of Series F Preferred Stock entitled
                 thereto at the expiration of one calendar year from the
                 Redemption Date shall be repaid to the Corporation upon its
                 request or demand therefor, and after any such repayment of
                 the holder(s) of the share(s) so called for redemption shall
                 look only to the Corporation for payment of the Redemption
                 Price thereof.  All shares of Series F Preferred Stock
                 redeemed shall be canceled and retired and no shares shall be
                 issued in place thereof, but such shares shall be restored to
                 the status of authorized but unissued shares of Special Stock.

         (D)     Holders whose shares of Series F Preferred Stock have been
                 redeemed hereunder shall surrender the certificate or
                 certificates representing such shares, duly endorsed or
                 assigned (unless such endorsement or assignment be waived by
                 the Corporation), to the Corporation by mail, courier or
                 personal delivery at the Corporation's principal executive
                 office or other location so designated in the Redemption
                 Notice, and upon the Redemption Date the Redemption Price
                 shall be payable to the order of the person whose name appears
                 on such certificate or certificates as the owner thereof, and
                 each surrendered certificate shall be canceled and retired.
                 In the event fewer than all of the shares represented by such
                 certificates are redeemed, a new certificate shall be issued
                 representing the unredeemed shares.

Section 10.  Sinking Fund.  The Corporation shall not be required to maintain
any so-called "sinking fund" for the retirement on any basis of the Series F
Preferred Stock.

Section 11.  Fractional Shares.  The Series F Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of shares of Series F Preferred Stock.

Section 12.  Notice.  Any notice or request made to the Corporation in
connection with the Series F Preferred Stock shall be given, and shall
conclusively be deemed to have been given and received three Business Days
following deposit thereof in writing, in the U.S. mails, certified mail, return
receipt requested, duly stamped and addressed to the Corporation, to the
attention of its General Counsel, at its principal executive offices (which
shall be deemed to be the address most recently provided to the Securities and
Exchange Commission ("SEC") as its principal executive offices for so long as
the Corporation is required to file reports with the SEC).





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<PAGE>   13
         IN WITNESS WHEREOF, these Articles of Amendment are executed on behalf
of the Corporation by its President and attested by its Secretary as of the
13th day of August, 1997.



                                       /s/ KARL L. BLAHA
                                       -----------------------------------
                                       Karl L. Blaha
                                       President

Attest:


/s/ ROBERT A. WALDMAN
-----------------------------------
Robert A. Waldman
Secretary





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