<PAGE>

                                                                  EXHIBIT 3(ii)

                              RESTATED BYLAWS OF

                                CROWN PAPER CO.

                                (July 31, 1996)


                     ARTICLE I - MEETING OF STOCKHOLDERS


     1.1   PLACE AND TIME OF MEETINGS.  Meetings of stockholders shall be 
held at such place, either within or without the Commonwealth of Virginia, 
and at such time, as may be provided in the notice of the meeting.

     1.2   ORGANIZATION AND ORDER OF BUSINESS.  The Chairman, President 
and Chief Executive Officer (the "Chairman"), or, in his absence a Vice 
President, shall serve as chairman at all meetings of the stockholders. The 
Secretary of the Corporation, or, in his absence, an Assistant Secretary, 
shall act as secretary at all meetings of the stockholders. In the event that 
neither the Secretary nor any Assistant Secretary is present, the chairman of 
the meeting may appoint any person to act as secretary of the meeting.

     The Chairman shall have the authority to make such rules and 
regulations, to establish such procedures and to take such steps as he may 
deem necessary or desirable for the proper conduct of each meeting of the 
stockholders, including, without limitation, the authority to make the agenda 
and to establish procedures for (i) dismissing of business not properly 
presented, (ii) maintaining of order and safety, (iii) placing limitations on 
the time allotted to questions or comments on the affairs of the Corporation, 
(iv) placing restrictions on attendance at a meeting by persons or classes of 
persons who are not stockholders or their proxies, (v) restricting entry to 
a meeting after the time prescribed for the commencement thereof and (vi) 
commencing, conducting and closing voting on any matter.

     1.3   ANNUAL MEETING.  The annual meeting of stockholders shall be held 
on the second Thursday in April of each year, if not a legal holiday, and if 
a legal holiday, then on the next succeeding business day.

     1.4   SUBSTITUTE ANNUAL MEETING.  If an annual meeting of stockholders 
is not held on the day designated in these Bylaws, a substitute annual 
meeting shall be called as promptly as is practicable by the Chairman or the 
Board of Directors. Any meeting so called shall be designated and treated for 
all purposes as the annual meeting.

     1.5   SPECIAL MEETINGS.  Special meetings of the stockholders may be 
called only by the Chairman or the Board of Directors. Only business within 
the purpose or purposes described in the notice for a special meeting of 
stockholders may be conducted at the meeting.

<PAGE>


     1.6   RECORD DATES.  The record date for determining stockholders 
entitled to demand a special meeting of stockholders is the date the first 
stockholder signs the demand that the meeting be held.

     Except as is provided in the preceding paragraph, the Board of Directors 
may fix, in advance, a record date to make a determination of stockholders 
entitled to notice of, or to vote at, any meeting of stockholders, to receive 
any dividend or for any purpose, such date to be not more than 70 days before 
the meeting or action requiring a determination of stockholders. If no such 
record date is set the record date shall be the close of business on the day 
before the date on which the first notice is given.

     1.7   NOTICE OF MEETINGS.  Written notice stating the place, day and 
hour of each meeting of stockholders and, in the case of a special meeting, 
the purpose or purposes for which the meeting is called, shall be given not 
less than ten nor more than 60 days before the date of the meeting (except 
when a different time is required in these Bylaws or by law) either 
personally or by mail, telephone, telegraph, teletype, telecopy or other form 
of wire or wireless communication, or by private courier, to each stockholder 
of record entitled to vote at such meeting. If mailed, such notice shall be 
deemed to be effective when deposited in first class United States mail with 
postage thereon prepaid, addressed to the stockholder at his address as it 
appears on the share transfer books of the Corporation. If given in any other 
manner, such notice shall be deemed effective when (i) given personally or by 
telephone, (ii) sent by telegraph, teletype, telecopy or other form of wire 
or wireless communication or (iii) given to a private courier to be delivered.

     Notice of a stockholder's meeting to act on (i) an amendment of the 
Articles of Incorporation; (ii) a plan of merger or share exchange; (iii) the 
sale, lease, exchange or other disposition of all or substantially all the 
property of the Corporation otherwise than in the usual and regular course of 
business, or (iv) the dissolution of the Corporation, shall be given, in the 
manner provided above, not less than 25 nor more than 60 days before the date 
of the meeting. Any notice given pursuant to this section shall state that 
the purpose, or one of the purposes, of the meeting is to consider such 
action and shall be accompanied by (x) a copy of the proposed amendment, (y) 
a copy of the proposed plan of merger or share exchange, or (z) a summary of 
the agreement pursuant to which the proposed transaction will be effected. If 
only a summary of the agreement is sent to the stockholders, the Corporation 
shall also send a copy of the agreement to any stockholder who requests it.

     If a meeting is adjourned to a different date, time or place, notice 
need not be given if the new date, time or place is


                                       2

<PAGE>


announced at the meeting before adjournment. However, if a new record date 
for an adjournment meeting is fixed, notice of the adjourned meeting shall be 
given to stockholders as of the new record date, unless a court provides 
otherwise.

     1.8   WAIVER OF NOTICE; ATTENDANCE AT MEETING.  A stockholder may waive 
any notice required by law, the Articles of Incorporation or these Bylaws 
before or after the date and time of the meeting that is the subject of such 
notice. The waiver shall be in writing, be signed by the stockholder entitled 
to the notice, and be delivered to the Secretary of the Corporation for 
inclusion in the minutes or filing with the corporate records.

     A stockholder's attendance at a meeting (i) waives objection to lack of
notice or defective notice of the meeting, unless the stockholder at the 
beginning of the meeting objects to holding the meeting or transacting 
business at the meeting, and (ii) waives objection to consideration of a 
particular matter at the meeting that is not within the purpose or purposes 
described in the meeting notice, unless the stockholder objects to 
considering the matter when it is presented.

     1.9   QUORUM AND VOTING REQUIREMENTS.  Unless otherwise required by law, 
a majority of the votes entitled to be cast on a matter constitutes a quorum 
for action on that matter. Once a share is represented for any purpose at a 
meeting, it is deemed present for quorum purposes for the remainder of the 
meeting and for any adjournment of that meeting unless a new record date is 
or shall be set for that adjourned meeting. If a quorum exists, action on a 
matter, other than the election of directors, is approved if the votes cast 
favoring the action exceed the votes cast opposing the action, unless a 
greater number of affirmative votes is required by law. Directors shall be 
elected by a plurality of the votes cast by the shares entitled to vote in 
the election at a meeting at which a quorum is present. Less than a quorum 
may adjourn a meeting.

     1.10  ACTION WITHOUT MEETING.  Action required or permitted to be taken 
at a meeting of stockholders may be taken without a meeting and without 
action by the Board of Directors if the action is taken by all the 
stockholders entitled to vote on the action. The action shall be evidenced by 
one or more written consents describing the action taken, signed by all the 
stockholders entitled to vote on the action, and delivered to the Secretary of 
the Corporation for inclusion in the minutes or filing with the corporate 
records. Action taken by unanimous written consent shall be effective 
according to its terms when all consents are in the possession of the 
Corporation, unless the consent specifies a different effective date, in 
which event specified therein, provided the consent states the date of 
execution by each stockholder. A stockholder may withdraw a consent only by


                                       3

<PAGE>


delivering a written notice of withdrawal to the Corporation prior to the 
time that all consents are in the possession of the Corporation.

     If not otherwise fixed pursuant to the provisions of Section 1.6 the 
record date for determining stockholders entitled to take action without a 
meeting is the date the first stockholder signs the consent described in the 
preceding paragraph.

                            ARTICLE II - DIRECTORS

     2.1   GENERAL POWERS.  The Corporation shall have a Board of Directors. 
All corporate powers shall be exercised by or under the authority of, and the 
business and affairs of the Corporation managed under the direction of, its 
Board of Directors, subject to any limitation set forth in the Articles of 
Incorporation.

     2.2   NUMBER AND TERM.  The number of directors of the Corporation shall 
be eight. This number may be changed from time to time by amendment to these 
Bylaws to increase or decrease by 30 percent or less the number of directors 
last elected by the stockholders, but only the stockholders may increase or 
decrease the number by more than 30 percent. No decrease in number shall have 
the effect of shortening the term of any incumbent director. Each director 
shall hold office until his death, resignation or removal or until his 
successor is elected.

     2.3   ELECTION.  Except as provided in Section 2.4, the directors (other 
than initial directors) shall be elected by the holders of the Common shares 
at each annual meeting of stockholders and those persons who receive the 
greatest number of votes shall be deemed elected even though they do not 
receive a majority of the votes cast. No individual shall be name or elected 
as a director without his prior consent.

     2.4   REMOVAL; VACANCIES.  The stockholders may remove one or more 
directors with or without cause. If a director is elected by a voting group, 
only the stockholders of that voting group may elect to remove him. Unless 
the Articles of Incorporation require a greater vote, a director may be 
removed if the number of votes cast to remove him constitutes a majority of 
the votes entitled to be cast at an election of directors of the voting group 
or voting groups by which such director was elected. A director may be 
removed by the stockholders only at a meeting called for the purpose of 
removing him and the meeting notice must state that the purpose, or one of 
the purposes of the meeting, is removal of the director.

     A vacancy on the Board of Directors, including a vacancy resulting from 
the removal of a director or an increase in the number of directors, may be 
filled by (i) the stockholders, (ii)


                                       4

<PAGE>


the Board of Directors or (iii) the affirmative vote of a majority of the 
remaining directors though less than a quorum of the Board of Directors, and 
may, in the case of a resignation that will become effective at a specified 
later date, be filled before the vacancy occurs but the new director may not 
take office until the vacancy occurs.

     2.5    ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board of 
Directors, which shall be considered a regular meeting, shall be held 
immediately following each annual meeting of stockholders, for the purpose of 
electing officers and carrying on such other business as may properly come 
before the meeting. The Board of Directors may also adopt a schedule of 
additional meetings which shall be considered regular meetings. Regular 
meetings shall be held at such times and at such places, within or without 
the Commonwealth of Virginia, as the Chairman or the Board of Directors shall 
designated from time to time. If no place is designated, regular meetings 
shall be held at the principal office of the Corporation.

     2.6   SPECIAL MEETINGS.  Special meetings of the Board of Directors may 
be called by the Chairman or a majority of the Directors of the Corporation, 
and shall be held at such times and at such places, within or without the 
Commonwealth of Virginia, as the person or persons calling the meetings shall 
designate. If no such place is designed in the notice of a meeting, it shall 
be held at the principal office of the Corporation.

     2.7   NOTICE OF MEETINGS.  No notice need be given of regular meetings 
of the Board of Directors.

     Notices of special meetings of the Board of Directors shall be given to 
each director in person or delivered to this residence or business address 
(or such other place as he may have directed in writing) not less than 
twenty-four (24) hours before the meeting by mail, messenger, telecopy, 
telegraph, or other means of written communication or by telephoning such 
notice to him. Any such notice shall set forth the time and place of the 
meeting and state the purpose for which it is called.

     2.8   WAIVER OF NOTICE; ATTENDANCE AT MEETING.  A director may waive any 
notice required by law, the Articles of Incorporation, or these Bylaws before 
or after the date and time stated in the notice, and such waiver shall be 
equivalent to the giving of such notice. Except as provided in the next 
paragraph of this section, the waiver shall be in writing, signed by the 
director entitled to the notice and filed with the minutes or corporate 
records.

     A director's attendance at or participation in a meeting waives any 
required notice to him of the meeting unless the director at the beginning of 
the meeting promptly upon his arrival objects to holding the meeting or 
transacting business at


                                       5

<PAGE>


the meeting and does not thereafter vote for assent to action taken at the 
meeting.

     2.9   QUORUM; VOTING.  A majority of the number of directors fixed in 
these Bylaws shall constitute a quorum for the transaction of business at a 
meeting of the Board of Directors. If a quorum is present when a vote is 
taken, the affirmative vote of a majority of the directors present is the act 
of the Board of Directors. A director who is present at a meeting of the 
Board of Directors or a committee of the Board of Directors when corporate 
action is taken is deemed to have assented to the action taken unless (i) he 
objects at the beginning of the meeting, or promptly upon his arrival, to 
holding it or transacting specified business at the meeting; or (ii) he votes 
against, or abstains from, the action taken.

     2.10  TELEPHONE MEETINGS.  The Board of Directors may permit any or all 
directors to participate in a regular or special meeting by, or conduct 
the meeting through the use of, any means of communication by which all 
directors participating may simultaneously hear each other during the 
meeting. A director participating in a meeting by this means is deemed to be 
present in person at the meeting.

     2.11  ACTION WITHOUT MEETING.  Action required or permitted to be taken 
at a meeting of the Board of Directors may be taken without a meeting if the 
action is taken by all members or the Board. The action shall be evidenced by 
one or more written consents stating the action taken, signed by each 
director either before or after the action taken, and included in the minutes 
or filed with the corporate records reflecting the action taken. Action taken 
under this section shall be effective when the last director signs the 
consent unless the consent specifies a different effective date in which 
event the action taken is effective as of the date specified therein provided 
the consent states the date of execution by each director.

                     ARTICLE III - COMMITTEES OF DIRECTORS

     3.1   COMMITTEES.  The Board of Directors may create one or more 
committees and appoint members of the Board of Directors to serve on them. 
Unless otherwise provided in these Bylaws, each committee shall have two or 
more members who serve at the pleasure of the Board of Directors. The 
creation of a committee and appointment of members to it shall be approved by 
a majority of all of the directors in office when the action is taken.

     3.2   AUTHORITY OF COMMITTEES.  To the extent specified by the Board 
of Directors, each committee may exercise the authority of the Board of 
Directors, except that a committee may not (i) approve or recommend to 
stockholders action that is required by law to be


                                       6

<PAGE>


approved by stockholders; (ii) fill vacancies on the Board of Directors or on 
any of its committees; (iii) amend the Articles of Incorporation; (iv) adopt, 
amend, or repeal these Bylaws; (v) approve a plan of merger not requiring 
stockholder approval; (vi) authorize or approve a distribution, except 
according to a general formula or method prescribed by the Board of 
Directors; or (vii) authorize or approve the issuance or sale or contract for 
sale, of stock or determine the designation and relative rights, 
preferences, and limitations of a class or series of stock, except that the 
Board of Directors may authorize a committee, or a senior executive officer 
of the Corporation, to do so within limits specifically prescribed by the 
Board of Directors.

     3.3   EXECUTIVE COMMITTEE.  The Board of Directors shall appoint an 
Executive Committee consisting of two or more directors, which committee 
shall have all of the authority of the Board of Directors except to the 
extent such authority is limited by the provisions of Section 3.2.

     3.4   COMMITTEE MEETINGS; MISCELLANEOUS.  The provisions of these Bylaws 
which govern meetings, action without meetings, notice and waiver of notice, 
and quorum and voting requirements of the Board of Directors shall apply to 
committees of directors and their members as well.

                             ARTICLE IV - OFFICERS

     4.1   OFFICERS.  The officers of the Corporation shall be a Chairman, 
President and Chief Executive Officer; a Secretary; a Chief Financial 
Officer; and such additional officers, including Vice Presidents and other 
officers, as the Board of Directors may deem necessary or advisable to 
conduct the business of the Corporation. The Chairman shall be a member of 
the Board of Directors. The Board of Directors shall also designate those 
officers who are deemed to be "Executive Officers." Any two offices may be 
combined except the offices of President and Secretary.

     4.2   ELECTION; TERM.  Officers shall be elected at each annual meeting 
of the Board of Directors and shall hold office, unless removed, until the 
next annual meeting of the Board of Directors or until their successors are 
elected. Any officer may resign at any time upon written notice to the Board 
of Directors.

     4.3   REMOVAL OF OFFICERS.  Officer may be removed, with or without 
cause, at any time by the Board of Directors.

     4.4   DUTIES OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER.  
The Chairman shall have general charge of, and be charged with, the duty of 
supervision of the business of the Corporation.


                                       7

<PAGE>


In addition, he or she shall perform such duties, from time to time, as may 
be assigned to him or her by the Board of Directors.

     Unless he or she declines to serve, the Chairman shall preside at all 
meetings of the stockholders and the Board of Directors and perform such 
duties, from time to time, as may be assigned to him or her by the Board of 
Directors.

     4.5   DUTIES OF THE SECRETARY.  The Secretary shall have the duty to see 
that a record of the proceedings of each meeting of the stockholders and the 
Board of Directors, and any committee of the Board of Directors, is properly 
recorded and that notices of all such meetings are duly given in accordance 
with the provisions of these Bylaws or as required by law; he or she may 
affix the corporate seal to any document the execution of which is duly 
authorized, and when so affixed may attest the same; and, in general, he or 
she shall perform all duties incident to the office of secretary of a 
corporation, and such other duties as, from time to time, may be assigned to 
him or her by the Chairman or the Board of Directors, or as may be required 
by law.

     4.6   DUTIES OF THE CHIEF FINANCIAL OFFICER.  The Chief Financial 
Officer shall have charge of and be responsible for all securities, funds, 
receipts and disbursements of the Corporation, and shall deposit or cause to 
be deposited, in the name of the Corporation, all monies or valuable effects 
in such banks, trust companies or other depositories as shall, from time to 
time, be selected by or under authority granted by the Board of Directors; he 
or she shall be custodian of the financial records of the Corporation; he or 
she shall keep or cause to be kept full and accurate records of all receipts 
and disbursements of the Corporation and shall render to the Chairman and the 
Board of Directors, whenever requested, an account of the financial condition 
of the Corporation; and shall perform such duties as may be assigned to him 
or her by the Chief Executive Officer or the Board of Directors.

     4.7   DUTIES OF OTHER OFFICERS.  The other officers of the Corporation 
shall have such authority and perform such duties as shall be prescribed by 
the Board of Directors or by officers authorized to appoint them to their 
respective offices. To the extent that such duties are not so stated, such 
officers shall have such authority and perform the duties which generally 
pertain to their respective offices, subject to the control of the Chief 
Executive Officer or the Board of Directors.

     4.8   VOTING SECURITIES OF OTHER CORPORATIONS.  Any one of the Chairman 
or Chief Financial Officer shall have the power to act for and vote on behalf 
of the Corporation at all meetings of the stockholders of any corporation in 
which this Corporation holds stock, or in connection with any consent of 
stockholders in lieu of any such meeting.


                                       8

<PAGE>


     4.9   BONDS.  The Board of Directors may require that any or all 
officers, employees and agents of the Corporation give bond to the 
Corporation, with sufficient sureties, conditioned upon the faithful 
performance of the duties of their respective offices or positions.

                        ARTICLE V - STOCK CERTIFICATES

     5.1   FORM.  Stock of the Corporation shall, when fully paid, be 
evidenced by certificates containing such information as is required by law 
and approved by the Board of Directors. Certificates shall be signed by the 
President and the Secretary and may (but need not) be sealed with the seal of 
the Corporation. The seal of the Corporation and any or all of the signatures 
on such certificate may be facsimile. If any officer who has signed or whose 
facsimile signature has been placed upon a certificate shall have ceased to 
be such officer before such certificate is issued it may be issued by the 
Corporation with the same effect as if he were such officer on the date of 
issue.

     5.2   TRANSFER.  The Board of Directors may make rules and regulations 
concerning the issue, registration and transfer of certificates representing 
the stock of the Corporation. Transfers of stock and of the certificates 
representing such stock shall be made upon the books of the Corporation by 
surrender of the certificates representing such stock accompanied by written 
assignments given by the owners or their attorneys-in-fact.

     5.3   RESTRICTIONS ON TRANSFER.  A lawful restriction on the transfer or 
registration of transfer of stock is valid and enforceable against the holder 
or a transferee of the holder if the restriction complies with the 
requirements of law and its existence is noted conspicuously on the front or 
back of the certificate representing the stock. Unless so noted a restriction 
is not enforceable against a person without knowledge of the restriction.

     5.4   LOST OR DESTROYED STOCK CERTIFICATES.  The Corporation may issue a 
new stock certificate in the place of any certificate theretofore issued 
which is alleged to have been lost or destroyed and may require the owner of 
such certificate, or his legal representative, to give the Corporation a 
bond, with or without surety, or such other agreement, undertaking or 
security as the Board of Directors shall determine is appropriate, to 
indemnify the Corporation against any claim that may be made against it on 
account of the alleged loss or destruction or the issuance of any such new 
certificate.


                                       9

<PAGE>


                     ARTICLE VI - MISCELLANEOUS PROVISIONS

     6.1   CORPORATE SEAL.  The corporate seal of the Corporation shall be 
circular and shall have inscribed thereon, within and around the 
circumference "CROWN PAPER CO." In the center shall be the word "SEAL".

     6.2   FISCAL YEAR.  The fiscal year of the Corporation shall be 
determined in the discretion of the Board of Directors, but in the absence of 
any such determination it shall be the fiscal year ending on the last Sunday 
in December each year.

     6.3   AMENDMENTS.  These Bylaws may be amended or repealed, and new 
Bylaws may be made, at any regular or special meeting of the Board of 
Directors. Bylaws made by the Board of Directors may be repealed or changed 
and new Bylaws may be made by the stockholders, and the stockholders may 
prescribe that any Bylaw made by them shall not be altered, amended or 
repealed by the Board of Directors.


                                      10