<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):       August 1, 1997



                        NORTHSTAR HEALTH SERVICES, INC.
              ----------------------------------------------------
               (Exact name of registrant as specified in charter)


DELAWARE                          0-21752                       25-1697152
(State or other               (Commission File                 (IRS Employer
jurisdiction of                    Number)                  Identification No.)
incorporation)


         665 PHILADELPHIA STREET, INDIANA, PENNSYLVANIA          15701
       -------------------------------------------------------------------
        (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (412) 349-7500



                                 Not Applicable
       -------------------------------------------------------------------
          (Former name or former address, if changed from last report)
<PAGE>   2

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

     On August 1, 1997, a unanimous panel of the Delaware Supreme Court affirmed
     the decision of the Delaware Chancery Court confirming the election of five
     new directors to the Company's Board of Directors and the concurrent
     removal of all of the incumbent directors other than Thomas W. Zaucha. The
     present Northstar Board, which has been in office since May 8, 1997, was
     elected by written consent of the holders of 61% of Northstar's outstanding
     common shares and consists of Mr. Zaucha (Chairman), Lawrence F. Jindra,
     M.D., James H. McElwain, Mark G. Mykityshyn, Roger J. Reschini and David B.
     White.

     Northstar's 1997 Annual Meeting of Stockholders is currently scheduled for
     September 11, 1997, in Indiana, Pennsylvania.

ITEM 5. OTHER EVENTS.

     The Company is also terminating its existing profit-sharing arrangements
     with the four therapists charged with managing the Company's clinics in
     Indiana, PA, Blairsville, PA, Natrona Heights, PA, Saltsburg, PA and 
     Holiday Park, PA. The Company expects to pay approximately $550,000 in
     termination payments pursuant to existing agreements with these employees.
     Under these arrangements, the Company paid these employees approximately
     $130,000 in the first six months of 1997 and will no longer incur such
     costs following the contemplated transaction.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements of businesses being acquired: None.

     (b) Pro Forma financial information: None.

     (c) Exhibits:

           99.1 Press release, dated August 4, 1997, issued by the Company 
                regarding the ruling of the Delaware Supreme Court.


<PAGE>   3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        NORTHSTAR HEALTH SERVICES, INC.

                                        /s/ THOMAS W. ZAUCHA
                                        ----------------------------
                                        Name:  Thomas W. Zaucha
                                        Title: Chief Executive Officer 
                                               and President


August 5, 1997
<PAGE>   4

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                               Page
-------                                                               ----
<S>   <C>                                                              <C>
99.1  Press release, dated August 4, 1997, issued by the Company
      regarding the ruling of the Delaware Supreme Court................ 5
</TABLE>

<PAGE>   5

Contact:   Thomas W. Zaucha, CEO
           Northstar Health Services, Inc.
           (412) 465-3201

           Tracey I. Missien, Director of Marketing
           Northstar Health Services, Inc.
           (412) 465-3711

                                                           FOR IMMEDIATE RELEASE

                    DIRECTORS LED BY THOMAS ZAUCHA CONFIRMED
                          AS BOARD OF NORTHSTAR HEALTH

INDIANA, PA - AUGUST 4, 1997 - Northstar Health Services, Inc. (NSTR:OTCBB)
announced today that the Delaware Supreme Court has confirmed the March 1997
election of a new slate of directors led by Thomas W. Zaucha and the ouster of
a rival director group. Mr. Zaucha, a professional physical therapist, founded
Northstar's principal subsidiary Keystone Rehabilitation Systems in 1981, and
has been a member of the Northstar Board since 1995.

Mr. Zaucha, who became Northstar's Chief Executive Officer in 1995 and
Chairman of the Board in 1996, had experienced widening disagreements with
other Board members concerning a variety of corporate governance issues, which
ultimately led to his commencement, in February 1997, of a consent solicitation
to remove all the other members of the Board and to elect five new Directors.
On March 24, 1997, Mr. Zaucha delivered written consents representing 61% of
the outstanding Northstar shares. The results of the election were confirmed by
the Delaware Chancery Court on May 8, 1997 in a decision affirmed last Friday
by the Delaware Supreme Court.

Mr. Zaucha stated: "This decision is an important milestone in our efforts to
bring Northstar back to financial and operational health. We now have a united,
hardworking Board, dedicated to the interests of stockholders, employees and
patients. Many challenges lie ahead, but with the affirmation of this Board it
is now time to move forward."

Northstar plans to hold an annual meeting of stockholders on September 11,
1997, in Indiana Pennsylvania.

Northstar Health Services, Inc. is a leading regional provider of physical
rehabilitation, mobile diagnostics and contracted long term care services 
at outpatient rehabilitation clinics and by contract to other healthcare
facilities in Pennsylvania, Ohio and West Virginia.

<PAGE>   6

                                     BYLAWS

                                       OF

                        NORTHSTAR HEALTH SERVICES, INC.

ARTICLE I. OFFICES.

         Section 1. Registered Office. The registered office of the Corporation
shall be at The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle. State of Delaware 19801.

         Section 2. Additional Offices. The Corporate may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS.

         Section 1. Time and Place. A meeting of stockholders for any purpose
may be held at such time and place within or without the State of Delaware as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

         Section 2. Annual Meeting. Annual meetings of stockholders, commencing
with the year 1993, shall be held on the second Tuesday in May if not a legal
holiday, or, if a legal holiday, then on the next secular day following, at
10:00 a.m., or at such other date and time as shall, from time to time, be
designated by the Board of Directors and stated in the notice of the meeting.
At such annual meetings, the stockholders shall elect a Board of Directors and
transact such other business as may properly be brought before the meetings.

         Section 3. Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date, and time thereof, shall be given to each
stockholder entitled to vote at such meeting not less than ten (unless a longer
period is required by law) nor more than sixty days prior to the meeting.

         Section 4. Special Meetings. Special meetings of the stockholders may
be called for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, by the Chairman of the Board, if any,
or the President, and shall be called by the President or Secretary at the
request, in writing, of a majority of the Board of Directors or of the
stockholders owning a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.


<PAGE>   7

         Section 5. Notice of Special Meetings. Written notice of a special
meeting, stating the place, date, and time thereof and the purpose or purposes
for which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than ten (unless a longer period is required by
law) nor more than sixty days prior to the meeting.

         Section 6. List of Stockholders. The transfer agent or the officer in
charge of the stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, at a
place within the city where the meeting is to be held, which place, if other
than the place of the meeting, shall be specified in the notice of the meeting.
The list shall also be produced and kept at the place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present in
person thereat.

Section 7. Presiding Officer and Order of Business.

         (a) Meetings of stockholders shall be presided over by the Chairman of
the Board. If he is not present or there is none, they shall be presided over
by the President, or, if he is not present or there is none, by a Vice
President, or if he is not present or there is none, by a person chosen by the
Board of Directors, or, if no such person is present or has been chosen, by a
chairman to be chosen by the stockholders owning a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote at
the meeting and who are present in person or represented by proxy. The
Secretary of the Corporation, or, if he is not present, an Assistant Secretary,
or, if he is not present, a person chosen by the Board of Directors, shall act
as Secretary at meetings of stockholders; if no such person is present or has
been chosen, the stockholders owning a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote at the meeting
who are present in person or represented by proxy shall choose any person
present to act as Secretary of the meeting.

         (b) The following order of business, unless otherwise determined at
the meeting, shall be observed as far as practicable and consistent with the
purposes of the meeting:

         (1)  Call of the meeting to order.
         (2)  Presentation of proof of mailing of the notice of the meeting
              and, if the meeting is a special meeting, the call thereof.
         (3)  Presentation of proxies.
         (4)  Announcement that a quorum is present.
         (5)  Reading and approval of the minutes of the previous meeting.
         (6)  Reports, if any, of officers.
         (7)  Election of directors, if the meeting is an annual meeting or a
              meeting called for that purpose.

<PAGE>   8

         (8)  Consideration of the specific purpose or purposes, other than the
              election of directors, for which the meeting has been called, if
              the meeting is a special meeting.
         (9)  Transaction of such other business as may properly come before
              the meeting.
         (10) Adjournment.

         Section 8. Quorum and Adjournments. The presence in person or
representation by proxy of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
shall be necessary to, and shall constitute a quorum for, the transaction of
business at all meetings of the stockholders, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, a quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat who are present in person or represented by proxy
shall have the power to adjourn the meeting from time to time until a quorum
shall be present or represented. If the time and place of the adjourned meeting
are announced at the meeting at which the adjournment is taken, no further
notice of the adjourned meeting need be given. Even if a quorum shall be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat who are present in person or represented by proxy
shall have the power to adjourn the meeting from time to time for good cause to
a date that is not more than thirty days after the date of the original
meeting. Further notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At any adjourned meeting at which a quorum is present in person or
represented by proxy, any business may be transacted that might have been
transacted at the meeting as originally called. If the adjournment is for more
than thirty days, or if, after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat.

         Section 9. Voting.

         (a) At any meeting of the stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law or the Certificate of Incorporation, each stockholder
of record shall be entitled to one vote for each share of capital stock
registered in his name on the books of the Corporation.

         (b) All elections shall be determined by a plurality vote, and, except
as otherwise provided by law or the Certificate of Incorporation, all other
matters shall be determined by a vote of a majority of the shares present in
person or represented by proxy and voting on such other matters

         Section 10. Action by Consent. Any action required or permitted by law
or the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice if a written consent,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present or represented by proxy and voted. Such
written consent shall be filed with the minutes of the meetings of
stockholders. Prompt

<PAGE>   9

notice of the taking of the Corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing thereto.

ARTICLE III. DIRECTORS.

         Section 1. General Powers, Number, and Tenure. The business of the
Corporation shall be managed by its Board of Directors, which may exercise all
powers of the Corporation and perform all lawful acts that are not by law, the
Certificate of Incorporation, or these Bylaws directed or required to be
exercised or performed by the stockholders. The Board of Directors shall be
comprised of up to eleven (11) directors. Each Director shall serve for a term
of one year and shall hold office until such Director's successor is elected
and qualified or until such Director's earlier resignation or removal.
Directors may be removed without cause by the holders of a majority of the
shares then entitled to vote. Directors need not be stockholders.

         Section 2. Vacancies. If any vacancies occur in the Board of
Directors, or if any new directorships are created, they may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Each director so chosen shall hold office until the
next Annual Meeting of Stockholders and until his successor is duly elected and
shall qualify. If there are no directors in office, any officer or stockholder
may call a special meeting of stockholders in accordance with the provisions of
the Certificate of Incorporation or these Bylaws, at which meeting such
vacancies shall be filled

         Section 3. Removal or Resignation.

         (a) Except as otherwise provided by law or the Certificate of
Incorporation, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

         (b) Any director may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, if any, or the President or
Secretary of the Corporation. Unless otherwise specified in such written
notice, a resignation shall take effect on delivery thereof to the Board of
Directors or the designated officer. It shall not be necessary for a
resignation to be accepted before it becomes effective.

         Section 4. Place of Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 5. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held immediately following the Annual Meeting of
Stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order to constitute the meeting legally, provided a quorum
shall be present.

         Section 6. Regular Meetings. Additional regular meetings of the Board
of Directors may be held without notice of such time and place as may be
determined from time to time by the Board of Directors.

<PAGE>   10

         Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or by two
or more directors on at least two days' notice to each director, if such notice
is delivered personally or sent by telegram, or on at least three days' notice
if sent by mail. Special meetings shall be called by the Chairman of the Board,
President, Secretary, or two or more directors in like manner and on like
notice on the written request of one-half or more of the number of directors
then in office. Any such notice need not state the purpose or purposes of such
meeting, except as provided in Article XI.

         Section 8. Quorum and Adjournments. At all meetings of the Board of
Directors, a majority of the directors then in office shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by law or the
Certificate of Incorporation. If a quorum is not present at any meeting of the
Board of Directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting at which the
adjournment is taken, until a quorum shall be present.

         Section 9. Compensation. Directors shall be entitled to such
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending directors' meetings as may from time
to time be fixed by the Board of Directors. The compensation of directors may
be on such basis as is determined by the Board of Directors. Any director may
waive compensation for any meeting. Any director receiving compensation under
these provisions shall not be barred from serving the Corporation in any other
capacity and receiving compensation and reimbursement for reasonable expenses
for such other services.

         Section 10. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting,
and without prior notice, if a written consent to such action is signed by all
members of the Board of Directors and such written consent is filed with the
minutes of its proceedings.

         Section 11. Meetings by Telephone or Similar Communications Equipment.
The Board of Directors may participate in a meeting by conference telephone or
similar communications equipment by means of which all directors participating
in the meeting can hear each other, and participation in such a meeting shall
constitute presence in person by any such director at such meeting.

ARTICLE IV. COMMITTEES.

         Section 1. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may appoint an Executive Committee
consisting of one or more directors, one of whom shall be designated as
Chairman of the Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his term as a
director or his earlier resignation, unless sooner removed as a member or 
as a director.


<PAGE>   11

         Section 2. Powers. The Executive Committee shall have and may exercise
those rights, powers, and authority of the Board of Directors as may from time
to time be granted to it by the Board of Directors to the extent permitted by
law, and may authorize the seal of the Corporation to be affixed to all papers
that may require it.

         Section 3. Procedure and Meetings. The Executive Committee shall fix
its own rules of procedure and shall meet at such times and at such place or
places as may be provided by such rules or as the members of the Executive
Committee shall fix. The Executive Committee shall keep regular minutes of its
meetings, which it shall deliver to the Board of Directors from time to time.
The Chairman of the Executive Committee or, in his absence, a member of the
Executive Committee chosen by a majority of the members present, shall preside
at meetings of the Executive Committee; and another member chosen by the
Executive Committee shall act as Secretary of the Executive Committee.

         Section 4. Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the affirmative vote
of a majority of the members present at any meeting at which there is a quorum
shall be required for any action of the Executive Committee; provided, however,
that when an Executive Committee of one member is authorized under the
provisions of Section 1 of this Article, that one member shall constitute a
quorum.

         Section 5. Other Committees. The Board of Directors, by resolutions
adopted by a majority of the whole Board, may appoint such other committee or
committees as it shall deem advisable and with such rights, power, and
authority as it shall prescribe. Each such committee shall consist of one or
more directors.

         Section 6. Committee Changes. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

         Section 7. Compensation. Members of any committee shall be entitled to
such compensation for their services as members of the committee and to such
reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any
member may waive compensation for any meeting. Any committee member receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.

         Section 8. Action by Consent. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of its
proceedings.

         Section 9. Meetings by Telephone or Similar Communications Equipment.
The members of any committee designated by the Board of Directors may
participate in a meeting of such committee by conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and participation in such a meeting shall
constitute presence in person by any such committee member at such meeting.

<PAGE>   12

ARTICLE V. NOTICES.

         Section 1. Form and Delivery. Whenever a provision of any law, the
Certificate of Incorporation, or these Bylaws requires that notice be given to
any director or stockholder, it shall not be construed to require personal
notice unless so specifically provided, but such notice may be given in
writing, by mail addressed to the address of the director or stockholder as it
appears on the records of the Corporation, with postage prepaid. These notices
shall be deemed to be given when they are deposited in the United States mail.
Notice to a director may also be given personally or by telephone or by
telegram sent to his address as it appears on the records of the Corporation.

         Section 2. Waiver. Whenever any notice is required to be given under
the provisions of any law, the Certificate of Incorporation, or these Bylaws, a
written waiver thereof signed by the person entitled to said notice, whether
before or after the time stated therein, shall be deemed to be equivalent to
such notice. In addition, any stockholder who attends a meeting of stockholders
in person or is represented at such meeting by proxy, without protesting at the
commencement of the meeting the lack of notice thereof to him, or any director
who attends a meeting of the Board of Directors without protesting at the
commencement of the meeting of the lack of notice, shall be conclusively deemed
to have waived notice of such meeting.

ARTICLE VI. OFFICERS.

         Section 1. Designations. The officers of the Corporation shall be
chosen by the Board of Directors. The Board of Directors may choose a Chairman
of the Board, a President, a Vice President or Vice Presidents, a Secretary, a
Treasurer, one or more Assistant Secretaries and/or Assistant Treasurers, and
other officers and agents that it shall deem necessary or appropriate. All
officers of the Corporation shall exercise the powers and perform the duties
that shall from time to time be determined by the Board of Directors. Any
number of offices may be held by the same person unless the Certificate of
Incorporation or these Bylaws provide otherwise.

         Section 2. Term of, and Removal from, Office. At its first regular
meeting after each Annual Meeting of Stockholders, the Board of Directors shall
choose a President, a Secretary, and a Treasurer. It may also choose a Chairman
of the Board, a Vice President or Vice Presidents, one or more Assistant
Secretaries and/or Assistant Treasurers, and such other officers and agents as
it shall deem necessary or appropriate. Each officer of the Corporation shall
hold office until his successor is chosen and shall qualify. Any officer
elected or appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the directors then
in office.  Removal from office, however, shall not prejudice the contract
rights, if any, of the person removed. Any vacancy occurring in any office of
the Corporation may be filled for the unexpired portion of the term by the
Board of Directors.

         Section 3. Compensation. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors, 
and no officer shall be prevented from receiving a salary because he is 
also a director of the Corporation.


<PAGE>   13

         Section 4. The Chairman of the Board. The Chairman of the Board, if
any, shall be an officer of the Corporation and, subject to the direction of
the Board of Directors, shall perform such executive, supervisory, and
management functions and duties as may be assigned to him from time to time by
the Board of Directors. He shall, if present, preside at all meetings of
stockholders and of the Board of Directors.

         Section 5. The President.

         (a) The President shall be the Chief Executive Officer of the
Corporation and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs, and property of the Corporation and
general supervision over its other officers and agents. In general, he shall
perform all duties incident to the office of President and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

         (b) Unless otherwise prescribed by the Board of Directors, the
President shall have full power and authority to attend, act, and vote on
behalf of the Corporation at any meeting of the security holders of other
corporations in which the Corporation may hold securities. At any such meeting,
the President shall possess and may exercise any and all rights and powers
incident to the ownership of such securities that the Corporation might have
possessed and exercised if it had been present. The Board of Directors may from
time to time confer like powers upon any other person or persons.

         Section 6. The Vice President. The Vice President, if any, or in the
event there be more than one, the Vice Presidents in the order designated, or
in the absence of any designation, in the order of their election, shall, in
the absence of the President or in the event of his disability, perform the
duties and exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.

         Section 7. The Secretary. The Secretary shall attend all meetings of
the Board of Directors and the stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose. He shall
perform like duties for the Executive Committee or other committees, if
required. He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, or the President, under whose supervision
he shall act. He shall have custody of the seal of the Corporation, and he, or
an Assistant Secretary, shall have authority to affix it to any instrument
requiring it, and, when so affixed, the seal may be attested by his signature
or by the signature of the Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing thereof by his signature.

         Section 8. The Assistant Secretary. The Assistant Secretary, if any,
or in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election, shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

<PAGE>   14

         Section 9. The Treasurer. The Treasurer shall have custody of the
corporate funds and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as may from time to time be designated by the Board of Directors. He shall
disburse the funds of the Corporation in accord with the orders of the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, if any, the President, and the Board of Directors,
whenever they may require it or at regular meetings of the Board, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

         Section 10. The Assistant Treasurer. The Assistant Treasurer, if any,
or in the event there shall be more than one, the Assistant Treasurers in the
order designated, or in the absence of any designation, in the order of their
election, shall, in the absence of the Treasurer or in the event of his
disability, perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.

ARTICLE VII. INDEMNIFICATION.

         Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnitees", who may be
indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person, or the heirs, executors, or administrators of
such person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of such corporation or is or was serving at the request 
of such corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and
each of them, in each and every situation where the Corporation is obligated 
to make such indemnification pursuant to the aforesaid statutory provisions. 
The Corporation shall indemnify the Indemnitees, and each of them, in each 
and every situation where, under the aforesaid statutory provisions, the
Corporation is not obligated but is nevertheless permitted or empowered to 
make such indemnification, it being understood that before making such
indemnification with respect to any situation covered under this sentence, 
(i) the Corporation shall promptly make or cause to be made, by any of the 
methods referred to in Subsection (d) of such Section 145, a determination 
as to whether each Indemnitee acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
and, in the case of any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful, and (ii) that no such indemnification
shall be made unless it is determined that such Indemnitee acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and in the case of any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.

<PAGE>   15

ARTICLE VIII. AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS.

         Section 1. Affiliated Transactions. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors 
or officers or have a financial interest, shall be void or voidable solely 
for this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof 
that authorizes the contract or transaction or solely because his or their 
votes are counted for such purpose if:

         (a) The material facts as to his relationship or interest and as 
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum: or

         (b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by the vote of the stockholders; or

         (c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved, or ratified by the Board of Directors, a
committee thereof, or the stockholders.

         Section 2. Determining Quorum. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes the contract or
transaction.

ARTICLE IX. STOCK CERTIFICATES.

         Section 1. Form and Signatures.

         (a) Every holder of stock of the Corporation shall be entitled to a
certificate stating the number and class, and series, if any, of shares owned
by him, signed by the Chairman of the Board, if any, or the President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, and bearing the seal of the Corporation. The signatures and
the seal may be facsimiles. A certificate may be signed, manually or by
facsimile, by a transfer agent or registrar other than the Corporation or its
employees. In case any officer who has signed, or whose facsimile signature was
placed on, a certificate shall have ceased to be such officer before the
certificate is issued, it may nevertheless be issued by the Corporation with
the same effect as if he were such officer at the date of its issue.

         (b) All stock certificates representing shares of capital stock that
are subject to restrictions on transfer or to other restrictions may have
imprinted thereon any notation to that effect determined by the Board of
Directors.

<PAGE>   16

         Section 2. Registration of Transfer. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, the Corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon the books of the Corporation.

         Section 3. Registered Stockholders.

         (a) Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions and to vote or consent as such owner, and to hold liable for
calls and assessments any person who is registered on its books as the owner of
shares of its capital stock. The Corporation shall not be bound to recognize
any equitable or legal claim to, or interest in, such shares on the part of any
other person.

         (b) If a stockholder desires that notices and/or dividends shall be
sent to a name or address other than the name or address appearing on the stock
ledger maintained by the Corporation, or its transfer agent or registrar, if
any, the stockholder shall have the duty to notify the Corporation, or its
transfer agent or registrar, if any, in writing of his desire and specify the
alternate name or address to be used.

         Section 4. Record Date. In order that the Corporation may determine
the stockholders of record who are entitled to receive notice of, or to vote
at, any meeting of stockholders or any adjournment thereof or to express
consent to corporate action in writing without a meeting, to receive payment of
any dividend or other distribution or allotment of any rights, or to exercise
any rights in respect of any change, conversion, or exchange of stock or for
the purpose of any lawful action, the Board of Directors may, in advance, fix a
date as the record date for any such determination. Such date shall not be more
than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to the date of any other action. A determination of
stockholders of record entitled to notice of, or to vote at, a meeting of
stockholders shall apply to any adjournment of the meeting taken pursuant to
Section 8 of Article II; provided, however, that the Board of Directors may 
fix a new record date for the adjourned meeting.

         Section 5. Lost, Stolen, or Destroyed Certificates. The Board of
Directors may direct that a new certificate be issued to replace any
certificate theretofore issued by the Corporation that, it is claimed, has 
been lost, stolen, or destroyed, upon the making of an affidavit of that fact 
by the person claiming the certificate to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in 
its discretion and as a condition precedent to the issuance thereof, require 
the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require,
and/or to give the Corporation a bond in such sum, or other security in such
form, as it may direct as indemnity against any claims that may be made against
the Corporation with respect to the certificate claimed to have been lost,
stolen, or destroyed.


<PAGE>   17

ARTICLE X. GENERAL PROVISIONS.

         Section 1. Dividends. Subject to the provisions of law and the
Certificate of Incorporation, dividends upon the outstanding capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or in shares of the
Corporation's capital stock.

         Section 2. Reserves. The Board of Directors shall have full power,
subject to the provisions of law and the Certificate of Incorporation, to
determine whether any, and if so, what part, of the funds legally available 
for the payment of dividends shall be declared as dividends and paid to 
the stockholders of the Corporation. The Board of Directors, in its sole
discretion, may fix a sum that may be set aside or reserved over and above 
the paid-in capital of the Corporation as a reserve for any proper purpose, 
and may, from time to time, increase, diminish, or vary such amount.

         Section 3. Fiscal Year. Except as from time to time otherwise provided
by the Board of Directors, the fiscal year of the Corporation shall end on
December 31 of each year.

         Section 4. Seal. The Corporate seal shall have inscribed thereon 
the name of the Corporation, the year of its incorporation, and the words
"Corporate Seal" and "Delaware".

ARTICLE XI. AMENDMENTS.

         The Board of Directors shall have the power to alter and repeal these
Bylaws and to adopt new Bylaws by an affirmative vote of a majority of the
whole Board, provided that notice of the proposal to alter or repeal these
Bylaws or to adopt new Bylaws must be included in the notice of the meeting 
of the Board of Directors at which such action takes place.


Amended 5/97