Exhibit 3a

 

 

 

                      AMENDED ARTICLES OF INCORPORATION OF

                          WORTHINGTON INDUSTRIES, INC.

 

                                     

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                       AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                          WORTHINGTON INDUSTRIES, INC.

 

          FIRST: The name of the Corporation shall be Worthington Industries,

     Inc.

 

          SECOND: The place in Ohio where the principal office of the

     Corporation is to be located is in the City of Columbus, County of

     Franklin.

 

          THIRD: The purpose for which the Corporation is formed is to engage in

     any lawful act or activity for which corporations may be formed under

     Sections 1701.01 to 1701.98 of the Ohio Revised Code.

 

          FOURTH: I.  Capital Stock. The total number of shares which the

     Corporation shall have authority to issue is One Hundred Fifty-one Million

     (151,000,000) shares, of which One Hundred Fifty Million (150,000,000),

     each without par value, shall be of a class designated "Common Shares,"

     Five Hundred Thousand (500,000), each without par value, shall be of a

     class designated "Class A Preferred Shares" and Five Hundred Thousand

     (500,000), each without par value, shall be of a class designated "Class B

     Preferred Shares." The Class A Preferred Shares and the Class B Preferred

     Shares are sometimes collectively referred to herein as the "Preferred

     Shares."

 

          II.  Preferred Shares. The Board of Directors is authorized to provide

     for the issuance from time to time in one or more series of any number of

     authorized and unissued Class A Preferred Shares and Class B Preferred

     Shares. Subject to the provisions of this ARTICLE FOURTH and the

     limitations prescribed by law, the board of directors is expressly

     authorized to adopt amendments to these Amended Articles of Incorporation

     in respect of any unissued or treasury Class A Preferred Shares and Class B

     Preferred Shares and thereby establish or change the number of shares to be

     included in each such series and to fix the designation and relative

     rights, preferences, qualifications and limitations or restrictions of the

     shares of each such series. The authority of the board of directors with

     respect to each series shall include, but not be limited to, determination

     of the following:

 

             A. The distinctive designation of such series and the number of

        shares which shall constitute such series;

 

             B. The rate of dividends payable on shares of such series, the

        conditions upon which such dividends shall be payable (including whether

        they shall be payable in preference to, or in another relation to, the

        dividends payable on any other class or classes or series of shares) and

        the date from which dividends shall be cumulative in the event the board

        of directors determines that dividends shall be cumulative;

 

             C. Whether such series shall have conversion privileges and, if so,

        the terms and conditions of such conversion, including, but not limited

        to, provision for adjustment of the conversion rate upon such events and

        in such manner as the board of directors shall determine;

 

             D. Whether or not the shares of such series shall be redeemable

        and, if so, the terms and conditions of such redemption, including the

        date or dates upon or after which they shall be redeemable, and the

        amount per share payable in case of redemption, which amount may vary

        under different conditions and at different redemption dates;

 

             E. Whether such series shall have a sinking fund for the redemption

        or purchase of shares of that series and, if so, the terms and amounts

        of such sinking fund;

 

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             F. The rights of the shares of such series in the event of

        voluntary or involuntary liquidation, dissolution or winding up of the

        Corporation, and the relative rights of priority, if any, of payment in

        respect of shares of that series; and

 

             G. Any other relative rights, preferences and limitations of such

        series which shall not be inconsistent with this ARTICLE FOURTH.

 

          Subject to the provisions of any applicable law, the holders of

     outstanding Class A Preferred Shares and the holders of outstanding Class B

     Preferred Shares shall possess voting power for the election of directors

     and for all other purposes, each holder of record of Class A Preferred

     Shares being entitled to one vote for each Class A Preferred Share standing

     in the name of such shareholder on the books of the Corporation and each

     holder of record of Class B Preferred Shares being entitled to ten votes

     for each Class B Preferred Share standing in the name of such shareholder

     on the books of the Corporation.

 

          III.  Common Shares. The board of directors of the Corporation is

     authorized, subject to limitations prescribed by law and the provisions of

     this ARTICLE FOURTH, to provide for the issuance from time to time of any

     number of authorized and unissued Common Shares, and shall determine the

     terms under which and the consideration for which the Corporation shall

     issue its Common Shares.

 

             A. Subject to the provisions of any applicable law, at every

        meeting of the shareholders, each holder of Common Shares shall be

        entitled to one vote, in person or by proxy, for each Common Share

        standing in the name of such shareholder on the books of the

        Corporation, on each matter on which the Common Shares are entitled to

        vote.

 

             B. Subject to the rights of holders of the Preferred Shares, the

        holders of the Common Shares shall be entitled to receive, when and as

        declared by the board of directors, out of the assets of the Corporation

        which are by law available therefor, dividends payable in cash, in

        property, or in shares and the holders of the Preferred Shares shall not

        be entitled to participate in any such dividends (unless otherwise

        provided by the board of directors in any resolution providing for the

        issue of a series of Class A Preferred Shares or of Class B Preferred

        Shares).

 

             C. In the event of any dissolution, liquidation or winding up of

        the affairs of the Corporation, either voluntarily or involuntarily, the

        holders of the Common Shares shall be entitled, after payment or

        provision for payment in full of the debts and other liabilities of the

        Corporation and the amounts to which the holders of the Preferred Shares

        shall be entitled, to share ratably in the remaining assets of the

        Corporation available for distribution to its shareholders to the

        exclusion of the Preferred Shares (unless otherwise provided by the

        board of directors in any resolution providing for the issue of a series

        of Class A Preferred Shares or of Class B Preferred Shares). Neither the

        merger or consolidation of the Corporation, nor the sale, lease or

        conveyance of all or part of its assets, shall be deemed to be a

        liquidation, dissolution or winding up of the affairs of the Corporation

        within the meaning of this Subparagraph III(C).

 

          IV.  No Pre-emptive Rights. No holder of shares of this Corporation of

     any class shall have, as such, as a matter of right, the pre-emptive right

     to subscribe for or purchase any part of any new or additional issue of

     shares of any class whatsoever, or of securities or other obligations

     convertible into or exchangeable for any shares of any class whatsoever or

     which by warrants or otherwise entitle the holders thereof to subscribe for

     or purchase any shares of any class whatsoever, whether now or hereafter

     authorized and whether issued for cash or other consideration or by way of

     dividend.

 

          FIFTH: The directors of the Corporation shall have the power to cause

     the Corporation from time to time and at any time to purchase, hold, sell,

     transfer or otherwise deal with (A) shares of any class or series issued by

     it, (B) any security or other obligation of the

 

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     Corporation which may confer upon the holder thereof the right to convert

     the same into shares of any class or series authorized by the articles of

     the Corporation, and (C) any security or other obligation which may confer

     upon the holder thereof the right to purchase shares of any class or series

     authorized by the articles of the Corporation. The Corporation shall have

     the right to repurchase, if and when any shareholder desires to sell, or on

     the happening of any event is required to sell, shares of any class or

     series issued by the Corporation. The authority granted in this ARTICLE

     FIFTH of these Amended Articles of Incorporation shall not limit the

     plenary authority of the directors to purchase, hold, sell, transfer or

     otherwise deal with shares of any class or series, securities or other

     obligations issued by the Corporation or authorized by its articles.

 

          SIXTH: All of the authority of the Corporation shall be exercised by

     or under the direction of the board of directors except as otherwise

     provided in these Amended Articles of Incorporation or the Regulations of

     the Corporation or required by law. For the management of the business and

     for the conduct of the affairs of the Corporation, and in further creation,

     definition, limitation and regulation of the power of the Corporation and

     of its directors and of its shareholders, it is further provided as

     follows:

 

          I.  Elections of directors need not be by written ballot unless the

     Regulations of the Corporation shall so provide.

 

          II.  Subject to the rights of the holders of any class or series of

     shares of the Corporation having a preference over the Common Shares as to

     dividends or upon liquidation to elect additional directors under specific

     circumstances, the number of directors of the Corporation shall be fixed

     from time to time by or in accordance with the provisions of the

     Regulations of the Corporation. The directors, other than those who may be

     elected by the holders of any class or series of shares of capital stock

     having preference over the Common Shares as to dividends or upon

     liquidation, shall be classified, with respect to the time for which they

     severally hold office, into three classes, as nearly equal in number as

     possible, as shall be provided in the manner specified in the Regulations

     of the Corporation, one class to hold office initially for a term expiring

     at the annual meeting of shareholders to be held in 1999, another class to

     hold office initially for a term expiring at the annual meeting of

     shareholders to be held in 2000, and another class to hold office initially

     for a term expiring at the annual meeting of shareholders to be held in

     2001, with the members of each class to hold office until their successors

     are duly elected and qualified. At each annual meeting of the shareholders

     of the Corporation, the successors to the class of directors whose term

     expires at that meeting shall be elected to hold office for a term expiring

     at the annual meeting of shareholders held in the third year following the

     year of their election.

 

          III.  Advance notice of nominations for the election of directors,

     other than by the board of directors or a committee thereof, shall be given

     in the manner provided in the Regulations of the Corporation.

 

          IV.  Subject to the rights of the holders of any class or series of

     shares of capital stock of the Corporation having a preference over the

     Common Shares as to dividends or upon liquidation to elect directors under

     specified circumstances, newly created directorships resulting from any

     increase in the number of directors and any vacancies on the board of

     directors resulting from death, resignation, disqualification, removal or

     other cause may be filled by the affirmative vote of a majority of the

     remaining directors then in office, even though less than a quorum of the

     board of directors. Any director elected in accordance with the preceding

     sentence shall hold office for the remainder of the full term of the class

     of directors in which the new directorship was created or the vacancy

     occurred and until such director's successor shall have been elected and

     qualified. No reduction in the number of directors constituting the board

     of directors shall shorten the term of any incumbent director.

 

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          V.  Subject to the rights of the holders of any class or series of

     shares of capital stock of the Corporation having a preference over the

     Common Shares as to dividends or upon liquidation to elect directors under

     specified circumstances, (i) any director, or the entire board of

     directors, may be removed from office, with or without cause, but only by

     the affirmative vote of the holders of record of outstanding shares

     representing at least 75% of the votes entitled to be cast by the holders

     of all then outstanding shares of Voting Stock (as defined in ARTICLE

     SEVENTH hereof), voting together as a single class, and entitled to vote in

     respect thereof, and (ii) any director may be removed from office, but only

     for cause, by the affirmative vote of three-fourths (3/4) of the directors

     then in office.

 

          VI.  Any action required or permitted to be taken by the shareholders

     of the Corporation must be effected at a duly called annual or special

     meeting of such shareholders and may not be effected by any consent in

     writing by such shareholders.

 

          SEVENTH: I. Capitalized terms used herein are defined in Paragraph IV

     of this ARTICLE SEVENTH.

 

          II.  In addition to any affirmative vote required by law or under any

     other provision of these Amended Articles of Incorporation or the

     Regulations of the Corporation or otherwise, and except as otherwise

     expressly provided in this Article SEVENTH:

 

             A. any merger or consolidation of this Corporation or any

        Subsidiary with or into (i) any Substantial Shareholder or (ii) any

        other corporation (whether or not itself a Substantial Shareholder)

        which, after such merger or consolidation, would be an Affiliate of a

        Substantial Shareholder, or

 

             B. any sale, lease, exchange, mortgage, pledge, transfer or other

        disposition (in one transaction or a series of related transactions) to

        or with any Substantial Shareholder of any Substantial Part of the

        assets of this Corporation or of any Subsidiary, or

 

             C. the issuance or transfer by this Corporation or by any

        Subsidiary (in one transaction or a series of related transactions) of

        any Equity Securities of this Corporation or any Subsidiary to any

        Substantial Shareholder in exchange for cash, securities or other

        property (or a combination thereof) having an aggregate fair market

        value of $25,000,000 or more, or

 

             D. the adoption of any plan or proposal for the liquidation or

        dissolution of this Corporation if, as of the record date for the

        determination of shareholders entitled to notice thereof and to vote

        thereon, any person shall be a Substantial Shareholder, or

 

             E. any reclassification of securities (including any reverse stock

        split) or recapitalization of this Corporation, or any reorganization,

        merger or consolidation of this Corporation with any of its Subsidiaries

        or any similar transaction (whether or not with or into or otherwise

        involving a Substantial Shareholder) which has the effect, directly or

        indirectly, of increasing the proportionate share of the outstanding

        securities of any class of Equity Securities of this Corporation or any

        Subsidiary which is directly or indirectly Beneficially Owned by any

        Substantial Shareholder,

 

     shall (except as otherwise expressly provided in these Amended Articles of

     Incorporation) require the affirmative vote of the holders of not less than

     75% of the votes entitled to be cast by all holders of all then outstanding

     shares of Voting Stock; provided that such affirmative vote must include

     the affirmative vote of the holders of shares of Voting Stock entitled to

     cast a majority of the votes entitled to be cast by the holders of all then

     outstanding shares of Voting Stock not beneficially owned by the

     Substantial Shareholder in question. Each such affirmative vote shall be

     required notwithstanding the fact that no vote may be required, or that

     some lesser percentage may be specified, by law or in any agreement with

     The Nasdaq Stock Market or any national securities exchange or otherwise.

 

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          III.  The provisions of this ARTICLE SEVENTH shall not be applicable

     to any Business Combination, the terms of which shall be approved, either

     in advance of or subsequent to a Substantial Shareholder having become a

     Substantial Shareholder, by three-fourths (3/4) of the Whole Board, but

     only if a majority of the members of the board of directors in office and

     acting upon such matter shall be Continuing Directors.

 

          IV.  For the purpose of this ARTICLE SEVENTH:

 

             A. A "Person" shall mean any individual, firm, corporation or other

        entity.

 

             B. The term "Business Combination" as used in this ARTICLE SEVENTH

        shall mean any transaction which is described in any one or more of

        Subparagraphs (A) through (E) of Paragraph II of this ARTICLE SEVENTH.

 

             C. "Substantial Shareholder" shall mean any Person who or which, as

        of the record date for the determination of shareholders entitled to

        notice of and to vote on any Business Combination, or immediately prior

        to the consummation of any such Business Combination:

 

                (1) is the Beneficial Owner, directly or indirectly, of more

           than fifteen percent (15%) of the shares of Voting Stock (determined

           solely on the basis of the total number of shares of Voting Stock so

           Beneficially Owned (and without giving effect to the number or

           percentage of votes entitled to be cast in respect of such shares) in

           relation to the total number of shares of Voting Stock then issued

           and outstanding), or

 

                (2) is an Affiliate of this Corporation and at any time within

           three years prior thereto was the Beneficial Owner, directly or

           indirectly, of more than fifteen percent (15%) of the then

           outstanding Voting Stock (determined as aforesaid), or

 

                (3) is an assignee of or has otherwise succeeded to any shares

           of this Corporation which were at any time within three years prior

           thereto Beneficially Owned by any Substantial Shareholder, and such

           assignment or succession shall have occurred in the course of a

           transaction or series of transactions not involving a public offering

           within the meaning of the Securities Act of 1933, as amended.

 

          Notwithstanding the foregoing, a Substantial Shareholder shall not

     include (i) this Corporation or any Subsidiary, (ii) any profit-sharing,

     employee stock ownership or other employee benefit plan of this Corporation

     or any Subsidiary or any trustee of or fiduciary with respect to any such

     plan when acting in such capacity, or (iii) Persons who, on August 3, 1998

     are Affiliates of this Corporation owning in excess of ten percent (10%) of

     the outstanding shares of Common Stock of its parent corporation,

     Worthington Industries, Inc., a Delaware corporation, and the respective

     successors, executors, legal representatives, heirs and legal assigns

     (provided that any such legal assign is such an Affiliate immediately prior

     to assignment, transfer or other disposition to such assign) of such

     Person.

 

             D. "Beneficial Ownership" shall be determined pursuant to Rule

        13d-3 of the General Rules and Regulations under the Securities Exchange

        Act of 1934, as amended (or any successor rule or statutory provision)

        or, if said Rule 13d-3 shall be rescinded and there shall be no

        successor rule or statutory provision thereto, pursuant to said Rule

        13d-3 as in effect on August 3, 1998; provided, however, that a Person

        shall, in any event, also be deemed to be the "Beneficial Owner" of any

        shares of Voting Stock:

 

                (1) which such Person or any of its Affiliates or Associates

           beneficially own, directly or indirectly, or

 

                (2) which such Person or any of its Affiliates or Associates has

           (i) the right to acquire (whether such right is exercisable

           immediately or only after the passage of

 

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           time), pursuant to any agreement, arrangement or understanding (but

           shall not be deemed to be the beneficial owner of any shares of

           Voting Stock solely by reason of an agreement, arrangement or

           understanding with this Corporation to effect a Business Combination)

           or upon the exercise of conversion rights, exchange rights, warrants,

           or options, or otherwise, or (ii) sole or shared voting or investment

           power with respect thereto pursuant to any agreement, arrangement,

           understanding, relationship or otherwise (but shall not be deemed to

           be the beneficial owner of any shares of Voting Stock solely by

           reason of a revocable proxy granted for a particular meeting of

           shareholders, pursuant to a public solicitation of proxies for such

           meeting, with respect to shares of which neither such Person nor any

           such Affiliate or Associate is otherwise deemed the beneficial

           owner), or

 

                (3) which are beneficially owned, directly or indirectly, by any

           other Person with which such first mentioned Person or any of its

           Affiliates or Associates acts as a partnership, limited partnership,

           syndicate or other group pursuant to any agreement, arrangement or

           understanding for the purpose of acquiring, holding, voting or

           disposing of any shares of capital stock of this Corporation; and

           provided further, however, that (i) no director or officer of this

           Corporation, nor any Associate or Affiliate of any such director or

           officer, shall, solely by reason of any or all such directors and

           officers acting in their capacities as such, be deemed, for any

           purposes hereof, to beneficially own any shares of Voting Stock

           beneficially owned by any other such director or officer (or any

           Associate or Affiliate thereof), and (ii) no employee stock ownership

           or similar plan of this Corporation or any Subsidiary nor any trustee

           with respect thereto, nor any Associate or Affiliate of any such

           trustee, shall, solely by reason of such capacity of such trustee, be

           deemed for any purposes hereof, to beneficially own any shares of

           Voting Stock held under any such plan.

 

             E. For purposes of computing the percentage Beneficial Ownership of

        shares of Voting Stock of a Person in order to determine whether such

        Person is a Substantial Shareholder, the outstanding shares of Voting

        Stock shall include shares deemed owned by such Person through

        application of Subparagraph (D) of this Paragraph IV but shall not

        include any other shares of Voting Stock which may be issuable by this

        Corporation pursuant to any agreement, or upon the exercise of

        conversion rights, warrants or options, or otherwise. For all other

        purposes, the outstanding shares of Voting Stock shall include only

        shares of Voting Stock then outstanding and shall not include any shares

        of Voting Stock which may be issuable by this Corporation pursuant to

        any agreement, or upon the exercise of conversion rights, warrants or

        options, or otherwise.

 

             F. "Continuing Director" shall mean a Person who was a member of

        the board of directors of the Corporation as of the effective date of

        the merger of Worthington Industries, Inc., a Delaware corporation, with

        and into this Corporation, or thereafter elected by the shareholders or

        appointed by the board of directors of this Corporation prior to the

        date of which the Substantial Shareholder in question became a

        Substantial Shareholder, or a Person designated (before his initial

        election or appointment as a director) as a Continuing Director by

        three-fourths (3/4) of the Whole Board, but only if a majority of the

        Whole Board shall then consist of Continuing Directors.

 

             G. "Whole Board" shall mean the total number of directors which

        this Corporation would have if there were no vacancies.

 

             H. An "Affiliate" of a specified Person is a Person that directly,

        or indirectly through one or more intermediaries, controls, or is

        controlled by, or is under common control with, the Person specified.

        The term "Associate" used to indicate a relationship with any Person

        shall mean (i) any corporation or organization (other than this

        Corporation or a Subsidiary) of which such Person is an officer or

        partner or is, directly or indirectly, the

 

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        beneficial owner of ten percent (10%) or more of any class of Equity

        Securities, (ii) any trust or other estate in which such Person has a

        substantial beneficial interest or as to which such Person serves as

        trustee or in a similar fiduciary capacity, and (iii) any relative or

        spouse of such Person, or any relative of such spouse, who has the same

        home as such Person, or is an officer or director of any corporation

        controlling or controlled by such Person.

 

             I. "Subsidiary" shall mean any corporation of which a majority of

        any class of Equity Security is owned, directly or indirectly, by this

        Corporation; provided, however, that for the purposes of the definition

        of Substantial Shareholder set forth in Subparagraph (C) of this

        Paragraph IV, the term "Subsidiary" shall mean only a corporation of

        which a majority of each class of Equity Security is owned, directly or

        indirectly, by this Corporation.

 

             J. "Substantial Part" shall mean assets having a book value

        (determined in accordance with generally accepted accounting principles)

        in excess of ten percent (10%) of the book value (determined in

        accordance with generally accepted accounting principles) of the total

        consolidated assets of this Corporation, at the end of its most recent

        fiscal year ending prior to the time the determination is made.

 

             K. "Voting Stock" shall mean any shares of capital stock of this

        Corporation entitled to vote generally in the election of directors.

 

             L. "Equity Security" shall have the meaning given to such term

        under Rule 3a11-1 of the General Rules and Regulations under the

        Securities Exchange Act of 1934, as amended, as in effect on August 3,

        1998.

 

          V.  A majority of the Continuing Directors then in office shall have

     the power to determine for the purposes of this ARTICLE SEVENTH, on the

     basis of information known to them (i) the number of shares of Voting Stock

     Beneficially Owned by any Person, (ii) whether a Person is an Affiliate or

     Associate of another, (iii) whether the assets subject to any Business

     Combination constitute a Substantial Part of the assets of the corporation

     in question, and/or (iv) any other factual matter relating to the

     applicability or effect of this ARTICLE SEVENTH.

 

          VI.  A majority of the Continuing Directors then in office shall have

     the right to demand that any Person who is reasonably believed to be a

     Substantial Shareholder (or holder of record shares of Voting Stock

     Beneficially Owned by any Substantial Shareholder) supply this Corporation

     with complete information as to (i) the record owner(s) of all shares

     Beneficially Owned by such Person who is reasonably believed to be a

     Substantial Shareholder, (ii) the number of, and class or series of, shares

     Beneficially Owned by such Person who it is reasonably believed is a

     Substantial Shareholder and held of record by each such record owner and

     the number(s) of the share certificate(s) evidencing such shares, and (iii)

     any other factual matter relating to the applicability or effect of this

     ARTICLE SEVENTH, as may be reasonably requested of such Person, and such

     Person shall furnish such information within 10 days after receipt of such

     demand.

 

          VII.  Any determinations made by the board of directors, or by the

     Continuing Directors, as the case may be, pursuant to this ARTICLE SEVENTH

     in good faith and on the basis of such information and assistance as was

     then reasonably available for such purpose shall be conclusive and binding

     upon this Corporation and its shareholders, including any Substantial

     Shareholder.

 

          VIII.  Nothing contained in this ARTICLE SEVENTH shall be construed to

     relieve any Substantial Shareholder from any fiduciary obligation imposed

     by law.

 

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          EIGHTH: The board of directors of the Corporation, when evaluating any

     offer of another party to (1) make a tender or exchange offer for any

     Equity Security of the Corporation, (2) merge or consolidate the

     Corporation with another corporation, or (3) purchase or otherwise acquire

     all or substantially all of the properties and assets of the Corporation,

     shall in connection with the exercise of its judgment in determining what

     is in the best interests of the Corporation and its shareholders, give due

     consideration to all relevant factors, including without limitation the

     social and economic effects on the employees, customers, suppliers and

     other constituents of the Corporation and its subsidiaries and on the

     communities in which the Corporation and its subsidiaries operate or are

     located and any other factors which the board of directors may consider

     under Ohio law.

 

          NINTH: I.  Notwithstanding any other provisions of these Articles of

     Incorporation or the Regulations of the Corporation (and notwithstanding

     the fact that a lesser percentage may be specified by law or in any

     agreement with The Nasdaq Stock Market or any national securities exchange

     or in any other provision of these Amended Articles of Incorporation or the

     Regulations of the Corporation), the affirmative vote of the holders of at

     least 75% of the votes entitled to be cast by the holders of all then

     outstanding shares of Voting Stock (as that term is defined in ARTICLE

     SEVENTH hereof), shall be required to amend, alter, change or repeal, or

     adopt any provisions inconsistent with, ARTICLE SIXTH, EIGHTH, NINTH or

     TENTH of these Amended Articles of Incorporation, and the affirmative vote

     of the holders of at least 75% of the votes entitled to be cast by the

     holders of all then outstanding shares of Voting Stock, including the

     holders of at least a majority of the votes entitled to be cast by the

     holders of all then outstanding shares of Voting Stock of the Corporation

     not beneficially owned by a Substantial Shareholder (as that term is

     defined in ARTICLE SEVENTH), shall be required to amend, alter, change or

     repeal, or adopt any provision inconsistent with, ARTICLE SEVENTH of these

     Amended Articles of Incorporation.

 

          II.  Except as otherwise provided in these Amended Articles of

     Incorporation, including without limitation Paragraph I of this ARTICLE

     NINTH, the shareholders of the Corporation may, by the affirmative vote of

     the holders of at least a majority of the votes entitled to be cast by the

     holders of all then outstanding shares of the Voting Stock, amend, alter,

     change or repeal any provision contained in these Amended Articles of

     Incorporation.

 

          TENTH: Notwithstanding any other provisions of these Amended Articles

     of Incorporation or the Regulations of the Corporation (and notwithstanding

     the fact that a lesser percentage may be specified by law or in any

     agreement with The Nasdaq Stock Market or any national securities exchange

     or any other provision of these Amended Articles of Incorporation or the

     Regulations of the Corporation), the affirmative vote of the holders of at

     least 75% of the votes entitled to be cast by the holders of all then

     outstanding shares of Voting Stock (as that term is defined in ARTICLE

     SEVENTH hereof), shall be required to amend, alter, change or repeal, or

     adopt any provisions inconsistent with, the Regulations of the Corporation;

     provided, however, that if such amendment, alteration, change or repeal has

     been approved by three-fourths (3/4) of the Whole Board (as defined in

     ARTICLE SEVENTH hereof), the shareholders may, by the affirmative vote of

     the holders of at least a majority of the votes entitled to be cast by the

     holders of all then outstanding shares of Voting Stock, approve such

     amendment, alteration, change or repeal. Any amendment to these Amended

     Articles of Incorporation which shall contravene the Regulations in

     existence on the record date of the meeting of shareholders at which such

     amendment is to be voted upon by the shareholders, shall require the

     affirmative vote of the holders of at least 75% of the votes entitled to be

     cast by the holders of all then outstanding shares of Voting Stock;

     provided, however, that if such amendment has been approved by

     three-fourths (3/4) of the Whole Board, the shareholders may approve such

     amendment to these Amended Articles of Incorporation by the affirmative

     vote of the holders of at least a majority of the votes entitled to be cast

     by the holders of all then outstanding shares of Voting Stock.

 

                                      9

<PAGE>   10

 

          ELEVENTH: Chapter 1704 of the Ohio Revised Code shall not apply to the

     Corporation.

 

          TWELFTH: Notwithstanding any provision of the Ohio Revised Code

     requiring for any purpose the vote, consent, waiver or release of the

     holders of shares of the Corporation entitling them to exercise two-thirds

     or any other proportion of the voting power of the Corporation or of any

     class or classes of shares thereof, such action may be taken by the vote,

     consent, waiver or release of the holders of shares entitling them to

     exercise not less than a majority of the voting power of the Corporation or

     of such class or classes, unless expressly provided otherwise by statute or

     in these Amended Articles of Incorporation.

 

          THIRTEENTH: Shareholders of the Corporation shall not have the right

     to vote cumulatively in the election of directors.

 

          FOURTEENTH: These Amended Articles of Incorporation take the place of

     and supersede the existing Articles of Incorporation.