<PAGE>

                                                                     EXHIBIT 2.3


                  THIRD AMENDMENT TO LIMITED LIABILITY COMPANY
               INTEREST PURCHASE AND ASSET CONTRIBUTION AGREEMENT


         This Amendment (the "Amendment"), dated as of March 7, 2000 is made
by and among Bush Hog Investors, L.L.C., a Delaware limited liability company
("Crown"), Allied Products Corporation, a Delaware corporation ("Allied"),
and Bush Hog, L.L.C., a Delaware limited liability company (the "Company").

                                    RECITALS

         A.       The Limited Liability Company Interest Purchase and Asset
                  Contribution Agreement dated as of October 21, 1999, by and
                  among Crown, Allied and the Company (the "Agreement") provides
                  for certain title policies to be provided with specified
                  endorsements at the Closing (as defined in the Agreement); and

         B.       The title insurance company, Chicago Title Insurance Company,
                  is unable or unwilling to provide certain of the endorsements
                  as required under the Agreement due either to limitations
                  imposed by state law or factual situations with respect to the
                  property; and

         C.       In order to induce Crown to consummate the transactions
                  contemplated by the Agreement, Allied is prepared to indemnify
                  the Company from and against any and all loss arising from the
                  inability to obtain such endorsements on the terms and
                  conditions hereinafter set forth.

         D.       The parties also desire to set forth certain agreements
                  regarding the calculation of the Purchase Price.

         The parties agree, for good and adequate consideration, and as an
inducement to Crown to consummate the transactions contemplated under the
Agreement, as follows:

<PAGE>

         1.       INTENTIONALLY DELETED


         2. Section 8.1 is amended to add the following subparagraph (e) after
subparagraph (d):

                           (e) to the extent the Company is not entitled to
                           recover under any title insurance policy as to such
                           matter, any encroachment of any building or fence
                           over setback lines or property lines as shown on the
                           survey dated November 18, 1999, prepared by the
                           Sommerville Group Inc. regarding the Selma, Alabama
                           property, including without limitation the downtown
                           and Selfield Road locations.

         3. The first sentence of Section 8.4(b) amended and restated as
follows:

                           (b) Allied shall not be responsible to Crown Group
                           under Section 8.1(b) unless and until the aggregate
                           of all Indemnifiable Damages suffered by Crown under
                           Sections 8.1(b) and (d) exceeds $200,000 and then
                           Allied shall be responsible to fully indemnify Crown
                           Group for all Indemnifiable Damages in excess
                           thereof, provided, however, that this provision shall
                           not apply to breaches of the representations and
                           warranties contained in Sections 2.1, 2.4, 2.5,
                           2.10(a) (last three sentences, but only in connection
                           with Real property for which title insurance
                           described in Section 4.9 has not been received by
                           Crown as of the Closing), Section 2.14, 2.22, 2.24
                           and 2.30, and with respect to breaches resulting from
                           either Allied's fraud or willful misstatements, in
                           any such events for which Crown Group shall be fully
                           indemnified notwithstanding the amount of
                           Indemnifiable Damages.

         4. The Estimated Purchase Price is calculated as set forth on attached
Exhibit A.

         5. The cutoff for calculation of the Purchase Price and adjustments
thereto shall be as of midnight on March 7, 2000. The Purchase Price is hereby
reduced by $65,000 to represent the net income of the Business for March 7,
2000.

         6. The parties acknowledge that the amount attributable to the
adjustment for Closing Date Long Term Liabilities has not been agreed to by the
parties as of the Closing Date.


                                       2
<PAGE>

Consequently, the figure used for Closing purposes is $465,000, which amount
shall be finally determined in accordance with Section 1.5(a)(iv)(A) of the
Agreement.

         7. Except as expressly amended herein, the Agreement shall remain in
full force and effect as amended by a First Amendment dated December 16, 1999,
and a Second Amendment dated February 10, 2000..

         IN WITNESS WHEREOF, the parties have executed this Amendment as of
March 7, 2000.

                         CROWN:

                         BUSH HOG INVESTORS, L.L.C. a Delaware limited
                         liability company

                         By:  Henry Crown and Company (Not Incorporated), an
                         Illinois limited partnership, its manager

                                  By:     /s/ David M. Arnburg
                                          --------------------
                                           Authorized Agent of General Partner

                         ALLIED:

                         ALLIED PRODUCTS CORPORATION, a Delaware
                         corporation

                         By:      /s/ Mark C. Standefer
                                  ---------------------
                                  Its: Vice President

                         COMPANY:

                         BUSH HOG, L.L.C., a Delaware limited liability company

                         By: Allied Products Corporation
                         Its;  Manager

                                  By:  /s/ Mark C. Standefer
                                       ---------------------
                                  Its:  Vice President


                                       3
<PAGE>


                                    EXHIBIT A

<TABLE>
<S>      <C>                                                                                             <C>
A.       Estimated Fixed Working Capital Adjustment:                                                      $78,273,000
                  Base Adjusted Working Capital                                                            59,022,000
                                                                                                           ----------
                                                                                                           19,251,000
                  Multiply by 80.1%                                                                           X .801
                                                                                                           ----------
                           Total Adjustment                                                               $15,420,051

B.       Base Adjusted Net Tangible Investments:                                                          $23,852,000
         Estimated Final Adjusted Net Tangible Investment                                                  22,871,000
                                                                                                           ----------
                                                                                                             (981,000)
                  Multiply by 80.1%                                                                           X .801
                                                                                                           ----------
                                                                                                             (785,781)
                  Credit 365 days @ $2,255.90                                                                 824,498
                           Total Adjustment                                                                      -0-

C.       Base Long Term Assumed Liabilities                                                                $1,411,000
         Estimated Long Term Assumed Liabilities                                                            2,580,851
                                                                                                            ---------
                                                                                                           (1,169,851)
                  Multiply by 80.1%                                                                           X .801
                                                                                                            ----------
                                                                                                          ($  937,051)



Original Purchase Price                                                                                   $112,076,141
Adjusted Working Capital                                                                                    15,420,051
Adjusted Net Tangible Investment                                                                                  -0-
Long Term Assumed Liabilities                                                                               (  937,051)
Cutoff Date Adjustment Date                                                                                  (  65,000)
                                                                                                         -------------
                                                                                                          $126,494,141

</TABLE>