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EXHIBIT 3.18
AMERICAN REALTY TRUST, INC.
ARTICLES OF CORRECTION
AND CERTIFICATE
American Realty Trust, Inc. (the "Corporation"), desiring to correct
its Articles of Incorporation, as heretofore amended, hereby certifies as
follows.
1. The Corporation's Articles of Amendment filed on March 26,
1998 was inaccurate in omitting commas before the dollar figures for par values
in its replacement of the first paragraph of Article Five of the Corporation's
Articles of Incorporation. This error is hereby corrected by revising said
paragraph to read as follows.
The Corporation shall have authority exercisable by its
Board of Directors to issue not more than 100,000,000 shares of common
voting stock, $.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 shall be designated as the Board of
Directors may determine and which may be issued in series by the Board
of Directors as hereinafter provided. Preferences, limitation, and
relative rights with respect to the shares of each class of stock of
the Corporation shall be as hereinafter set forth:
2. The Corporation's Articles of Amendment filed on August 19,
1996, which included provisions (collectively the "Series D Designation")
designating, and specifying rights and other matters with respect to, a series
of its Special Stock known as its Series D Preferred Stock, was inaccurate in
the following respects.
A. The second sentence of section 4 of the Series D Designation used the
word "met" when it should have used the word "set." This error is
hereby corrected by revising said sentence to read as follows.
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.
B. Paragraphs (D) and (E) of section 8 of the Series D Designation
referred to "Class D Preferred Stock" when they should have referred
to "Series D Preferred Stock." These errors are hereby corrected by
revising said paragraphs to read as follows.
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(D) On or before the Redemption Date, the holder who shall
redeem such Series D Preferred Stock hereunder shall surrender the
certificate or certificates representing such shares 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.
(E) If the Redemption Notice is not withdrawn prior to one
Business Day before the Redemption Date, and if on or prior to the
Redemption Date the Redemption Price is either paid or made available
for payment, then notwithstanding that the certificates evidencing any
of the shares of the Series D Preferred Stock so called for redemption
have not been surrendered, (i) all rights with respect to such shares
shall forthwith after the Redemption Date cease and terminate, to the
full extent permitted by applicable law, except only the right of the
holders to receive the Redemption Price without interest upon
surrender of their certificates therefor, and (ii) to the full extent
permitted by applicable law, such shares shall no longer be deemed
outstanding for any purpose.
This 1st day of June, 1999.
American Realty Trust, Inc.
By: /s/ Karl l. Blaha
Karl L. Blaha
President
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