<PAGE>   1


                                                                    EXHIBIT 3.1

                   AMENDED AND RESTATED 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 14-2-1006 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
14-2-1003 of the Georgia Business Corporation Code, the Board of Directors have
recommended by unanimous written consent dated August 3, 1998, and the holders
of a majority of the issued and outstanding shares of Series F Cumulative
Convertible Preferred Stock have duly adopted certain amended and restated
recitals and resolutions providing for the certificate of 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 amended and restated recitals and
resolutions are as follows:

         WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 100,000,000 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


                                       43

<PAGE>   2


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;

         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;

         WHEREAS, 7,500,000 shares of such Special Stock have been previously
designated as the Series F Cumulative Convertible Preferred Stock prior to the
date hereof, 3,350,000 shares of which have been issued and are currently
outstanding;

         WHEREAS, 12,000 shares of such Special Stock have been previously
designated as the Series G Cumulative Convertible Preferred Stock prior to the
date hereof, 1,000 shares of which have been issued and are outstanding;

         WHEREAS, 231,750 shares of such Special Stock have been previously
designated as the Series H 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 amend and restate the
Articles of Amendment of the Articles of Incorporation of the Corporation
setting forth the certificate of designations, preferences and relative
participating or optional or other special rights, and qualifications,
limitations or restrictions of the Corporation's Series F Cumulative
Convertible Preferred Stock to (i) increase the number of authorized shares of
such series to 15,000,000, and (ii) modify the voting rights with respect to
such series in order to satisfy the listing criteria of the New York Stock
Exchange, all as set forth herein.

         NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted
to the Board of Directors by Article Five of the Articles of Incorporation, and
with the unanimous consent and approval of the holders of a majority of the
issued and outstanding shares of Series F Cumulative Convertible Preferred
Stock, the Board of Directors hereby amends and restates the Articles of
Amendment to the Articles of Incorporation setting forth the certificate of
designations, preferences and relative participating or optional or other
special rights, and qualifications, limitations or restrictions of the
Corporation's Series F Cumulative Convertible Preferred Stock as follows:


                                       44
<PAGE>   3


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 15,000,000. 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.

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 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.


                                       45
<PAGE>   4


         (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 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.

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


                                       46
<PAGE>   5


                  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 calender 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.


                                       47
<PAGE>   6


         (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 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:


                                       48
<PAGE>   7


                           (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 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.

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;


                                       49
<PAGE>   8


         (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
                  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.


                                       50
<PAGE>   9


         (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 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.

         (H)      So long as any shares of Series F Preferred Stock remain
                  outstanding, the Corporation shall not, without the vote or
                  written consent by the holders of record of two-thirds of the
                  outstanding shares of Series F Preferred Stock, amend its
                  articles of incorporation or bylaws if such amendment would
                  materially alter or change the existing terms of the Series F
                  Preferred Stock.

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


                                       51
<PAGE>   10


         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.

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
         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.

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


                                       52
<PAGE>   11


         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.

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.

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 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


                                       53
<PAGE>   12


                  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 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


                                       54
<PAGE>   13


                  all of the shares represented by such certificates are
                  redeemed, a new certificate shall be issued representing the
                  unredeemed shares.

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.

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.

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).


         IN WITNESS WHEREOF, these Amended and Restated Articles of Amendment
are executed on behalf of the Corporation by its President and attested by its
Secretary as of the 23rd day of October, 1998.



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

Attest:



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


                                       55