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                                   EXHIBIT 3A

                                  SBM COMPANY

                                   FORM 10-K

                               DECEMBER 31, 1994

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                        Office of the Secretary of State

                     AMENDMENT OF ARTICLES OF INCORPORATION


Seal
STATE OF
MINNESOTA

READ INSTRUCTIONS AT BOTTOM OF PAGE BEFORE COMPLETING THIS FORM

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CORPORATE NAME
                                 SBM Company
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This  amendment is effective on the day it is filed with the Secretary of State,
unless you indicate  another  date,  no later than 30 days after filing with the
Secretary of State, in this box: ______________

The  following   amendments  of  articles  or  modifications  to  the  statutory
requirements regulating the above corporation were adopted: (Insert full text of
newly amended or modified article(s), indicating which article(s) is (are) being
amended or added.  If the full text of the  amendment  will not fit in the space
provided,  please do not use this  form.  Instead,  retype  the  amendment  on a
separate sheet or sheets using this format.)


Article VII

               The Minnesota  Control Share Acquisition Act, Section 302A.671 of
               the  Minnesota  Statutes,  shall not apply to the  Company or any
               acquisition  by any person of shares of voting  securities of the
               Company.

This amendment has been approved pursuant to chapter 302A, Minnesota Statutes.
I certify that I am authorized to execute this  amendment and I further  certify
that I understand that by signing this amendment,  I am subject to the penalties
of  perjury as set forth in section  609.48 as if I had  signed  this  amendment
under oath.



                                                       /S/ LORI L. NUEBEL
                                                 ______________________________ 
                                                (Signature of Authorized Person)

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INSTRUCTIONS:                                 FOR USE BY THE SECRETARY OF STATE
(Left side of Form)                           (Right side of Form)

1.     Type or print with dark black ink.
2.     Filing fee:   $35.00.
3.     Make check payable to Secretary 
       of State.
4.     Mail or bring completed forms to:

        Secretary of State
        Business Services Division
        180 State Office Building
        Saint Paul, MN  55155
        612/296-2803
SC-00175-03 (9/88)
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