<PAGE>

                                                                      EXHIBIT 3

                          (As amended on October 21, 1998)

                                     BY-LAWS

                                       OF

                            ALLIED PRODUCTS CORPORATION

                              (a Delaware corporation)


                                    ARTICLE I

                                     Offices

     The registered office of the corporation in the State of Delaware shall be
located at 100 West Tenth Street, Wilmington, Delaware.  The corporation may
have such other offices either within or without the State of Delaware as the
business of the corporation may require from time to time.


                                   ARTICLE II

                                  Shareholders

     SECTION 1.          ANNUAL MEETING.  The annual meeting of the shareholders
shall be held on the last Wednesday in April in each year beginning 1968 at the
hour of 10:30 A.M., Eastern Standard Time, or on such other date or at such
other time as the board of directors may designate, for the purpose of electing
directors and for the transaction of any other proper business.  If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day.  If the election of directors shall
not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

     SECTION 2.          SPECIAL MEETINGS.  Special meetings of the shareholders
may be called by the president or by the board of directors.

     SECTION 3.          PLACE OF MEETING.  The board of directors may designate
any place either within or without the State of Delaware as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors.  If no designation is made or if a special meeting be called
otherwise than by the board of directors, the place of meeting shall be the
registered office of the corporation in the State of Delaware.

     SECTION 4.          NOTICE OF MEETINGS.  Written or printed notice stating
the place, date and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the 

<PAGE>


meeting, by mail, by or at the direction of the president or the secretary, 
to each shareholder of record entitled to vote at such meeting.  If mailed, 
such notice shall be deemed to be given when deposited in the United States 
mail addressed to the shareholder at his address as it appears on the records 
of the corporation, with postage thereon prepaid.  Business transacted at any 
special meeting of shareholders shall be limited to the purposes stated in 
the notice.

     SECTION 5.          FIXING OF RECORD DATE.  The board of directors of the
corporation in order to determine the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
prior to the date of such meeting, nor more than sixty days prior to any other
action.

     SECTION 6.          VOTING LISTS.  It shall be the duty of the officer or
agent who shall have charge of the stock ledger of the corporation to prepare
and make or cause to be prepared and made, at least ten days before every
meeting of shareholders, a complete list of the shareholders entitled to vote at
said meeting, arranged in alphabetical order, showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open at the place where said election is to be held for at
least ten days before such meeting, for examination by any shareholder, for any
purpose germane to the meeting, during ordinary business hours, and shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and shall be subject to the inspection of any shareholder who is
present.  The stock ledger shall be the only evidence as to who are shareholders
entitled to examine such ledger, the list described above, or the books of the
corporation, or to vote in person or by proxy at such meeting of shareholders.

     SECTION 7.          QUORUM.  A majority of the outstanding shares of the
corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, the president may adjourn
the meeting from time to time without further notice.

     SECTION 8.          PROXIES.  At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.  Such proxy shall be filed with the secretary
of the corporation before or at the time of the meeting.  No proxy shall be
valid after three years from the date of its execution, unless otherwise
provided in the proxy.

     SECTION 9.          VOTING OF SHARES.  Unless otherwise provided in the
Certificate of Incorporation and subject to the provisions of Section 213 of the
General Corporation Laws of the State of Delaware, each outstanding share,
regardless of class, shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.


                                      -2-
<PAGE>


     SECTION 10.         NOTICE OF SHAREHOLDER PROPOSALS.

               (a)  At an annual meeting, only such business shall be conducted,
     and only such proposals shall be acted upon, as shall have been brought
     before the annual meeting (i) by, or at the direction of, the board of
     directors, or (ii) by any shareholder of the corporation who complies with
     the notice procedures set forth in this section of these By-Laws.  For a
     proposal to be properly brought before an annual meeting by a shareholder,
     the shareholder must have given timely notice thereof in writing to the
     secretary of the corporation.  To be timely, a shareholder's notice must be
     delivered to, or mailed and received at, the principal executive offices of
     the corporation not less than thirty days nor more than sixty days prior to
     the scheduled annual meeting, regardless of any postponements, deferrals or
     adjournments of that meeting to a later date; provided, however, that if
     less than forty days' notice or prior public disclosure of the date of the
     scheduled annual meeting is given or made, notice by the shareholder to be
     timely must be so delivered or received not later than the close of
     business on the tenth day following the earlier of the day on which such
     notice of the date of the scheduled annual meeting was mailed or the day on
     which such public disclosure was made.  A shareholder's notice to the
     secretary shall set forth as to each matter the shareholder proposes to
     bring before the annual meeting (i) a brief description of the proposal
     desired to be brought before the annual meeting and the reasons for
     conducting such business at the annual meeting, (ii) the name and address,
     as they appear on the corporation's books, of the shareholder proposing
     such business and any other shareholders known by such shareholder to be
     supporting such proposal, (iii) the class and number of shares of the
     corporation's stock which are beneficially owned by the shareholder on the
     date of such shareholder notice and by any other shareholders known by such
     shareholder to be supporting such proposal on the date of such shareholder
     notice, and (iv) any financial interest of the shareholder in such
     proposal.

               (b)  If the presiding officer of the annual meeting determines
     that a shareholder proposal was not made in accordance with the terms of
     this section, he shall so declare at the annual meeting and any such
     proposal shall not be acted upon at the annual meeting.

               (c)  This provision shall not prevent the consideration and
     approval or disapproval at the annual meeting of reports of officers,
     directors and committees of the board of directors, but, in connection with
     such reports, no business shall be acted upon at such annual meeting unless
     stated, filed and received as herein provided.


                                  ARTICLE III

                                   Directors

     SECTION 1.          GENERAL POWERS.  The business and affairs of the
corporation shall be managed by its board of directors.

     SECTION 2.          NUMBER, TENURE AND QUALIFICATIONS.  The number of
directors of the 


                                     -3-
<PAGE>


corporation shall be no fewer than five nor more than fifteen, the exact 
number of which shall be fixed by the board of directors.  Each director 
shall hold office for the term for which he is named or elected and/or until 
his successor shall have been elected.

     SECTION 3.          REGULAR MEETINGS.  Until otherwise determined by
majority of the board of directors, the regular meetings of the board of
directors of this corporation shall not be held and, in lieu thereof, special
meetings of this corporation's board of directors shall be held at such time and
place as may be appropriately designated, either by this board of directors or
pursuant to Article III, Section 4, of the by-laws of this corporation.

     SECTION 4.          SPECIAL MEETINGS.  Special meetings of the board of
directors may be called by or at the request of the president or a majority of
the directors.  Such meeting may be held at such place whether within the State
of Delaware or elsewhere as the president or as a majority of the board of
directors may from time to time determine.

     SECTION 5.          NOTICE.  Notice of any special meeting of directors
shall be given at least two days previously thereto by written notice delivered
personally or mailed to each director at his business address, or by telegram or
facsimile.  If mailed, such notice shall be deemed to be given when deposited in
the United States mail in a sealed envelope so addressed, with postage thereon
prepaid.  Any director may waive notice of any meeting.  The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     SECTION 6.          QUORUM.  A majority of the board of directors then in
office shall constitute a quorum for the transaction of business at any meeting
of the board of directors, provided, that if less than a majority of the
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

     SECTION 7.          MANNER OF ACTING.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

     SECTION 8.          VACANCIES AND NEW DIRECTORSHIPS.  If the office of any
director becomes vacant at any time by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, or if any new directorship
is created by any increase in the authorized number of directors, a majority of
the directors then in office, although less than a quorum, or the sole remaining
director, may choose a successor or fill the newly created directorship, and the
director so chosen shall hold office, subject to the provisions of these
By-Laws, until the expiration of the term of the class to which he has been
chosen.  This Section 8 may not be amended or rescinded except by the
affirmative vote of the holders of at least 75% of the stock of the corporation
entitled to vote, considered for the purpose as one class.


                                     -4-
<PAGE>


     SECTION 9.          COMPENSATION.  Directors shall receive such reasonable
compensation for their service as such, whether in the form of salary or a fixed
fee for attendance at meetings, with expenses, if any, as the board of directors
may from time to time determine.  Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

     SECTION 10.         EXECUTIVE COMMITTEE.  The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors as well as
one or more directors designated as alternate members of any committee who may
replace any absent or disqualified member at any meeting of the committee.  Any
such committee shall have and exercise the powers of the board of directors in
the management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they shall constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in place of such absent or disqualified member.

     SECTION 11.         CLASSES.  The directors of the corporation shall be
divided into three classes with the number of directors fixed by or in
accordance with the By-Laws divided equally so far as possible among the three
classes.  At the 1975 Annual Meeting of Stockholders:

               (a)  One-third of the number of directors shall be elected to
     serve until the 1976 Annual Meeting of Stockholders;

               (b)  One-third of the number of directors shall be elected to
     serve until the 1977 Annual Meeting of Stockholders; and

               (c)  One-third of the number of directors shall be elected to
     serve until the 1978 Annual Meeting of Stockholders.


At each annual election of directors after the 1975 Annual Meeting of
Stockholders, the successors to the directors of each class whose term shall
expire in that year shall be elected to hold office for a term of three years
from the date of their election.  In case of any increase or decrease in the
number of directors, the increase or decrease shall be distributed among the
several classes as nearly equally as possible, as shall be determined by the
affirmative vote of a majority of the whole board at the time of such increase
or decrease.  This Section 11 may not be amended or rescinded except by the
affirmative vote of the holders of at least 75% of the stock of the corporation
entitled to vote, considered for the purpose as one class.

     SECTION 12.         TELEPHONE MEETINGS.  Members of the board of directors,
or any committee designated by the board of directors, may participate in a
meeting of the board of directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can be heard, and 


                                     -5-
<PAGE>


communicate with, each other, and such participation in a meeting shall 
constitute presence in person at the meeting.


                                   ARTICLE IV

                                    Officers

     SECTION 1.          NUMBER.  The board of directors shall elect a
president, a vice president and a secretary and may select the chairman of the
board, a vice chairman of the board, the chairman of the Executive Committee,
one or more executive vice presidents and one or more additional vice
presidents.  It may appoint a treasurer, assistant secretaries and assistant
treasurer, and such officers and agents as it may deem necessary or desirable
for the transaction of the business of the corporation.  No one of said
officers, except the president, the chairman of the board, the vice chairman of
the board and the chairman of the Executive Committee need be directors.  Any
executive vice president or vice president who is not a director cannot succeed
to or fill the office of president.  Any two of the above offices may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.

     SECTION 2.          ELECTION AND TERM OF OFFICE.  The elective officers of
the corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors.  Each officer shall hold office until his successor shall
have been duly chosen and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

     SECTION 3.          REMOVAL.  Any officer or agent may be removed by the
board of directors whenever in their judgment the business interests of the
corporation will be served thereby.

     SECTION 4.          VACANCIES.  The board of directors shall have the power
to fill any vacancies in any office occurring for whatever reason.

     SECTION 5.     (a)  CHAIRMAN OF THE BOARD, VICE CHAIRMAN OF THE BOARD.  The
chairman of the board, when present, shall preside at all meetings of the
directors and shall perform such other duties as may be designated or assigned
to him by the board of directors.  The vice chairman of the board shall, in the
absence of the chairman of the board, preside at meetings of the board of
directors and shall perform such other duties as the board of directors shall
from time to time designate.

     SECTION 5.     (b)  CHAIRMAN OF THE EXECUTIVE COMMITTEE.  The chairman of
the Executive Committee shall preside as chairman of meetings of the Executive
Committee and in the absence of the chairman of the board and vice chairman of
the board, if any, shall preside at meetings of the directors.

     SECTION 5.     (c)  PRESIDENT.  The president shall be the chief executive
officer of the 


                                     -6-
<PAGE>


corporation and in the absence of the chairman of the board and vice chairman 
of the board, if any, and chairman of the Executive Committee shall preside 
at meetings of the directors.  Subject to the direction and supervision of 
the board of directors and/or the Executive Committee, the president shall 
have general management of the business of the corporation and general 
supervision of the other officers, shall see that all resolutions of the 
board of directors are carried into effect, subject, however, to the right of 
the board to delegate to any other officer or officers of the corporation any 
specific powers other than those that may be by law conferred only upon the 
president and shall have the general powers and duties of supervision and 
management usually vested in the office of president of a corporation.  The 
president shall execute in the name of the corporation all deeds, bonds, 
mortgages, contracts and other documents authorized by the board of 
directors, except in cases where the execution thereof shall be expressly 
delegated by the board or these By-Laws to some other officer or agent of the 
corporation.

     SECTION 6.          VICE PRESIDENTS.  Unless and to the extent specified by
resolution of the board of directors, no vice president of the corporation
(executive or otherwise) who is not a member of the board shall by reason of his
election or selection as such perform the duties or exercise the powers of the
president in case of the president's sickness, disability or temporary absence
from the office of the corporation nor, save by virtue of a specific enabling
resolution, shall any vice president (executive or otherwise) who is not a
member of the board be authorized to sign any deed, contract, or other
instrument in writing purporting to be the act of the corporation and authorized
by the board.  Any vice president (executive or otherwise) who is a member of
the board of directors may perform the duties and exercise the powers of the
president in case of the president's sickness, disability or temporary absence
from the office of the corporation and the signature of the corporation by any
such vice president (executive or otherwise) who is a member of the board to any
deed, contract, or other instrument in writing purporting to be the act of the
corporation and authorized by the board of directors shall be and may be taken,
received and accepted as the authorized and binding act of the corporation with
like effect as if made by the president.  The respective vice presidents
(executive or otherwise) whether or not members of the board of directors shall
have such further powers and perform such further duties as may from time to
time be prescribed by the board.

     SECTION 7.          SECRETARY.  The secretary shall attend all meetings of
the board and all meetings of the shareholders and record all proceedings of the
meetings of shareholders and directors in a book to be kept for that purpose,
and record all votes.  He shall perform like duties for any standing committees
when required.  He shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors.  He shall have custody of and
attest the seal of the corporation and see that the seal is affixed to all
authorized documents requiring a seal.  He shall cause a stock ledger of the
corporation to be kept at the corporation's transfer office and such other
place, if any, as the board of directors may from time to time determine.  In
general, he shall perform the duties usually incident to the office of secretary
and such further duties as shall from time to time be prescribed by the board of
directors or the president.  At any meeting of the shareholders or board of
directors at which the secretary is not present, a secretary pro tempore or
clerk of the meeting may be appointed by the meeting.

     SECTION 8.          ASSISTANT SECRETARY.  In case of the secretary's
absence, sickness, disability,


                                     -7-
<PAGE>


or temporary absence from the office of the corporation, an assistant 
secretary shall perform his duties.  He shall perform such further duties as 
may from time to time be prescribed by the board of directors or the 
president or the secretary.

     SECTION 9.          TREASURER.  The treasurer shall, subject to the
direction of the board of directors, have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation.  He shall deposit all
moneys and other valuable effects in the name of and to the credit of the
corporation, in such depositaries as may be designated by the board of
directors, and, in general, he shall perform the duties usually incident to the
office of treasurer and such other duties as may be prescribed by the board of
directors or the president.  If required by the board of directors, the
treasurer shall furnish the corporation with a proper bond, in a sum and with
one or more sureties satisfactory to the board of directors, for the faithful
performance of the duties of his office, and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control and belonging to the corporation.

     SECTION 10.         ASSISTANT TREASURER.  In the case of the treasurer's
sickness, disability, or temporary absence from the office of the corporation,
an assistant treasurer shall perform his duties.  He shall perform such further
duties as from time to time shall be prescribed by the board of directors or the
president or the treasurer.

     SECTION 11.         SALARIES.  The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.


                                   ARTICLE V

                   Contracts, Loans, Checks, Deposits, Etc.

     SECTION 1.          CONTRACTS.  The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation and such
authority may be general or confined to specific instances.

     SECTION 2.          LOANS.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors.  Such authority may be
general or confined to specific instances.

     SECTION 3.          CHECKS, DRAFTS, ETC.  All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer, officers,
agent, or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.

     SECTION 4.          DEPOSITS.  All funds of the corporation not otherwise
employed shall be 


                                     -8-
<PAGE>


deposited from time to time to the credit of the corporation in such banks, 
trust companies or other depositaries as the board of directors may select.


                                   ARTICLE VI

                   Certificates for Shares and Their Transfer

     SECTION 1.          CERTIFICATES FOR SHARES.  Certificates representing
shares of the corporation shall be in such form as may be determined by the
board of directors.  Every shareholder shall be entitled to have a certificate
signed by or in the name of the corporation by the chairman or the vice chairman
of the board of directors, or the president or the vice president, and by the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of such corporation, certifying the number of shares owned by him in such
corporation.  If such certificate is countersigned (1) by a transfer agent other
than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of the officers of the corporation
may be facsimiles.  In case 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 at the date of issuance.

     All certificates for shares of each class or series within a class shall be
consecutively numbered.  The name of the person owning the shares represented
thereby with the number of shares and the date of issue shall be entered on the
books of the corporation.  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled.

     Notwithstanding the foregoing, if a certificate of stock be lost, stolen,
or destroyed, a new certificate of the identical tenor of the one alleged to be
lost, stolen, or destroyed may be issued by special order of the board of
directors upon satisfactory proof of such loss, theft, or destruction, and the
giving of a bond of indemnity against loss by reason thereof in form and amount
to be approved by the board.  If the corporation shall voluntarily and in good
faith issue a new certificate in lieu of one believed to have been lost, stolen,
or destroyed, it may recognize the person in whose name the new certificate or
any certificate thereafter issued in exchange or substitution therefor is issued
as the owner of the shares described therein for all purposes, including the
right to vote and the right to receive payment of the dividends, distribution or
redemption price, until the owner of the original certificate or a transferee
thereof without notice and for value shall enjoin the corporation and the holder
of any new certificate or any certificate issued in exchange or substitution
therefor from so acting.

     SECTION 2.          TRANSFER OF SHARES.  Transfers of shares of the
corporation shall be made only on the books of the corporation by the registered
holder thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares.  The person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.


                                     -9-
<PAGE>


     SECTION 3.          REGULATIONS.  The board of directors may make such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of the certificates for shares of capital stock.  It may
appoint one or more transfer agents or registrars, or both, and may require all
certificates of stock to bear the signature of either or both.


                                   ARTICLE VII

                                   Fiscal Year

     The fiscal year of the corporation shall begin on the first day of January
in each year and end on the thirty-first day of December in each year.


                                   ARTICLE VIII

                                    Dividends

     The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation and in
accordance with the laws of the State of Delaware.


                                   ARTICLE IX

                                     Seal

     The corporate seal of this corporation shall be the design impressed herein
which is hereby adopted as the corporate seal of the corporation.


                                   ARTICLE X

                               Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation or
under the provisions of the General Corporation Laws of the State of Delaware,
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.


                                   ARTICLE XI

                                   Amendments

     These By-Laws may be altered or new By-Laws may be made and adopted by an
affirmative vote of the majority of the directors of the corporation at any
meeting of the board of directors, or by an affirmative vote or a majority of
the shareholders of the corporation at any annual or any special meeting called
for that purpose.


                                     -10-