<PAGE>   1
                                                                     Exhibit 3-3
                                                                          Page 1

                                    BY-LAWS
                                       OF
                       SAVANNAH FOODS & INDUSTRIES, INC.
                            (A DELAWARE CORPORATION)

                                   ARTICLE I.

                                    OFFICES

   SECTION 1. Registered Office in Delaware. The registered office of SAVANNAH
FOODS & INDUSTRIES, INC. (hereinafter called the "Corporation") in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The Corporation Trust Company, 100
West Tenth Street, Wilmington, Delaware 19801.

   SECTION 2. Other Offices. The Corporation may have such other office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Corporation.


                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

   SECTION 1. Place of Meeting. Meetings of stockholders may be held at such
place or places, either within or without the State of Delaware, as the Board
of Directors may from time to time determine, or as shall be necessary or
appropriate for the conduct of the business of the Corporation.

   SECTION 2. Annual Meetings. The annual meeting of stockholders for the
election of directors and the transaction of other business shall be held on
the third Thursday in February in each year commencing with the year 1994. At
each annual meeting the stockholders entitled to vote shall elect a Board of
Directors and may transact such other business as may properly come before the
meeting.
                                                       Section 2 Amended 7/21/93

   SECTION 3. Special Meetings. A special meeting of the stockholders, or of
any class thereof entitled to vote, for any purpose or purposes, may be called
at any time by the Chairman of the Board, the President, or by order of the
Board of Directors.

   SECTION 4. Notice of Meeting. Except as otherwise expressly required by law,
written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting, shall be given not less than
ten days nor more than fifty days before the date on which the meeting is to be
held, to each stockholders of record entitled to vote thereat by delivering a
notice thereof to him personally or by mailing such notice in a postage prepaid





                                      41
<PAGE>   2

                                                                     Exhibit 3-3
                                                                          Page 2

envelope directed to him at his address as it appears on the stock ledger of
the Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be directed to
another address, in which case such notice shall be directed to him at the
address designated in such request. Every notice of a special meeting of the
stockholders, besides stating the time and place of the meeting, shall state
briefly the objects or purposes thereof.

         Notices of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in person or by proxy
unless such attendance is for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened; and, if any stockholder shall, in
person or by attorney thereunto authorized, in writing or by telegraph, cable
or wireless, waive notice of any meeting of the stockholders, whether prior to
or after such meeting, notice thereof need not be given to him.

   If a meeting is adjourned to another time or place and if any announcement
of the adjourned time and place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the adjournment is for
more than thirty days or the Board of Directors, after adjournment, fixes a new
record date for the adjourned meeting.

   SECTION 5. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. 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, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be kept and produced at
the time and place of the meeting during the whole time thereof and subject to
the inspection of any stockholder who may be present. The original or duplicate
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

   SECTION 6. Quorum. At each meeting of the stockholders, the holders of
record of a majority of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business, except where otherwise
provided by law, the Certificate of Incorporation or these By-Laws. In the
absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such meeting shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted. At any such adjourned meeting at which a
quorum shall be present any business may be transacted which might have been
transacted at the meeting as originally called, but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.





                                      42
<PAGE>   3

                                                                     Exhibit 3-3
                                                                          Page 3

   SECTION 7. Voting. Except as otherwise provided in the Certificate of
Incorporation, at every meeting of stockholders each holder of record of the
issued and outstanding stock of the Corporation entitled to vote at such
meeting shall be entitled to one vote, in person or by proxy, for each such
share of stock entitled to vote held by such stockholder, but no proxy shall be
voted after three years from its date unless the proxy provides for a longer
period. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such corporation is held by the corporation, shall neither be
entitled to vote nor counted for quorum purposes. Nothing in this Section shall
be construed as limiting the right of the Corporation to vote its own stock
held by it in a fiduciary capacity. At all meetings of the stockholders, a
quorum being present, all matters shall be decided by majority vote of the
shares of stock entitled to vote held by stockholders present in person or by
proxy, except as otherwise required by the Certificate of Incorporation or the
laws of the State of Delaware.

         Unless demanded by a stockholder of the corporation present in person
or by proxy at any meeting of the stockholders and entitled to vote thereat, or
so directed by the Chairman of the meeting or required by the laws of the State
of Delaware, the vote thereat on any question need not be by ballot. On a vote
by ballot, each ballot shall be signed by the stockholder voting, or in his
name by his proxy, if there by such proxy, and shall state the number of shares
voted by him and the number of votes to which each share is entitled.

   SECTION 8. Inspectors at Shareholders' Meetings. The Board of Directors, in
advance of any shareholders' meeting may appoint one or more inspectors to act
at the meeting or any adjournment thereof. If inspectors are not so appointed,
the person presiding at the shareholders' meeting may, and on the request of
any shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy may be filled
by appointment made by the Board of Directors in advance of the meeting or at
the meeting by the person presiding thereat.  Each inspector, before entering
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability.

   The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by
them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facia evidence of the facts stated and
the vote as certified by them.

   SECTION 9. Nominations of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting





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<PAGE>   4

                                                                     Exhibit 3-3
                                                                          Page 4

of stockholders, or at any special meeting of stockholders called in the manner
set forth in Article II, Section 3 hereof for the purpose of electing
directors, (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice provided
for in this Section 9 and on the record date for the determination of
stockholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Section 9.

   In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

   To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30)
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called in the manner set forth in Article II, Section 3
hereof for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.

   To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stockholder intends to appear
in person or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a





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<PAGE>   5

                                                                     Exhibit 3-3
                                                                          Page 5

written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

   No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 9.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective nomination shall be disregarded.
                                                      Section 9 Inserted 12/6/91

   SECTION 10. Action at Meetings of Stockholders. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 10 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 10.

   In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary
of the Corporation.

   To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.

   To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.





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<PAGE>   6

                                                                     Exhibit 3-3
                                                                          Page 6

   No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set forth in this Section 10, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 10 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

   The business transacted at any special meeting of stockholders called in the
manner set forth in Article II, Section 3 hereof shall be confined to the
business stated in the notice of meeting, as determined by the person or
persons calling such meeting.
                                                     Section 10 Inserted 12/6/91


                                  ARTICLE III.

                               BOARD OF DIRECTORS

   SECTION 1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.

   SECTION 2. Number, Term of Office, and Qualifications. The number of
Directors shall not be less than three nor more than fifteen as fixed from time
to time by resolution of the Board of Directors; provided however, that the
number of Directors to be elected at the annual meeting in 1987 shall be four,
to be elected for three-year terms expiring in 1990. And, upon approval of this
amendment by the stockholders, the Directors then in office will elect a fifth
member for a three-year term expiring in 1990.
                                                       Section 2 amended 2/16/95

         Commencing in the year 1988, all Directors to be elected shall be
elected for three-year terms except as hereinafter provided in Section 9 of
Article III of these By-Laws with respect to Directors elected to fill certain
vacancies; provided, however, that the director elected by the Board of
Directors in 1990 to fill the vacancy created by the increase in the number of
Directors to 13 will serve until the annual meeting in 1991. No person shall be
eligible to serve as a Director beyond December 31 of the year in which he
reaches the age of sixty-eight, and no person shall be eligible to serve as a
Director beyond December 31 of the third year following retirement from his
principal occupation of employment at the time he first became a Director. Each
Director shall continue in office until the annual meeting in the year in which
his term expires and until his successor shall have been elected and qualified,
or until his death, resignation, or removal.
                                                        Section 2 Amended 2/1/91





                                      46
<PAGE>   7

                                                                     Exhibit 3-3
                                                                          Page 7


   SECTION 3. Quorum and Manner of Acting. Unless otherwise provided by law,
the presence of one-third of the whole Board of Directors shall be necessary to
constitute a quorum for the transaction of business. In the absence of a
quorum, a majority of the directors present may adjourn the meeting from time
to time until a quorum shall be present.  Notice of any adjourned meeting need
not be given. At all meetings of directors, a quorum being present, all matters
shall be decided by the affirmative vote of a majority of the directors
present, except as otherwise required by the laws of the State of Delaware.

   SECTION 4. Place of Meetings, etc. The Board of Directors may hold its
meetings and keep the books and records of the Corporation at such place or
places within or without the State of Delaware, as the Board may from time to
time determine.

   SECTION 5. Annual Meeting. As promptly as practicable after each annual
meeting of stockholders for the election of directors, the Board of Directors
shall meet in Savannah, Georgia, for the purpose of organization, the election
of officers and the transaction of other business. Notice of such meeting need
not be given. If such meeting is held at any other time, notice thereof must be
given as hereinafter provided for special meetings of the Board of Directors or
a consent and waiver of notice thereof must be signed by all the directors.

   SECTION 6. Regular Meetings. The Board of Directors shall hold six regular
meetings annually at such time and place, within or without the State of
Delaware, as determined by the President and specified in the notice of call
thereof. The President shall endeavor to schedule the regular meetings during a
calendar year at approximately even intervals if practicable. Notice of call of
such meetings shall specify the time and date and be given each director in
writing mailed no less than five (5) days nor more than thirty (30) days before
such meeting.
                                                        Section 6 Amended 3/4/88

   SECTION 7. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, when there is such an
officer, or by the President, and shall be called at the request in writing of
any three directors, on not less than three hours' notice to each director
personally or by telegram, or on not less than three days' written notice to
each director by mail. Notice of call of each special meeting shall state the
date, time and place of the meeting. In lieu of the notice to be given as set
forth above, a waiver thereof in writing, signed by the director or directors
entitled to said notice, whether prior to or after the meeting in question,
shall be deemed equivalent thereto for purposes of this Section 7. No notice to
or waiver by any director with respect to any special meeting shall be required
if such director shall be present at said meeting.

   SECTION 8. Resignation. Any director of the Corporation may resign at any
time by giving written notice to the Chairman of the Board, when there is such
an officer, or to the President or the Secretary of the Corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such





                                      47
<PAGE>   8

                                                                     Exhibit 3-3
                                                                          Page 8

vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective.

   (A). Any director or the entire Board of Directors may be removed, with or
without cause, by an affirmative vote of 75% of the holders of the outstanding
stock of the Corporation entitled to vote in the election of directors,
considered for this purpose as one class, taking such action at an annual
meeting of stockholders or at a special meeting of stockholders duly called for
such purpose. Alternatively, any director may be removed for cause at any time
by the affirmative vote of a majority of the directors then in office.

   SECTION 9. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, unless
otherwise provided by the Certificate of Incorporation or the laws of the State
of Delaware. Each director so chosen shall hold office for the unexpired term
of the director whose place shall be vacant, provided that each director so
chosen to fill the vacancy created by increase in the number of directors shall
be elected for a term to be designated by the Directors at the time of his
election and shall continue in office for such term and until his successor
shall have been elected and qualified, and until his death, resignation or
removal.

   SECTION 10. Compensation of Directors. Directors, by resolutions of the
Board, may be appropriately compensated for their work as directors, and for
attendance at each regular or special meeting of the Board, or any Committee
thereof.  Nothing herein contained shall be construed to preclude any director
from servicing the Corporation or any subsidiary thereof in any other capacity
and receiving compensation therefore.

   SECTION 11. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees to
serve at the pleasure of the Board. Each committee shall consist of three or
more directors. Except as set forth below and as otherwise limited by the
General Corporation Law of the State of Delaware, the Executive Committee shall
have all of the authority of the Board of Directors. Each other committee shall
be empowered to perform such functions as may, by resolution, be delegated to
it by the Board.

   The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meetings of such committee. Vacancies in any committee, whether caused by
resignation or by increase in the number of members constituting said
committee, shall be filled by a majority of the entire Board of Directors. The
Executive Committee may fix its own quorum and elect its own Chairman. In the
absence or disqualification of any member of such committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such
absent or disqualified member.

   The Board of Directors shall have power to change the membership of any such
committee at any time and to discharge any such committee, either with or
without cause, at any time. Each





                                      48
<PAGE>   9

                                                                     Exhibit 3-3
                                                                          Page 9

member of any such committee shall be paid such fee, if any, as shall be fixed
by the Board of Directors for each meeting of such committee which he shall
attend and, in addition, such transportation and other expenses actually
incurred by him in going to the meeting of such committee and returning
therefrom as the Board of Directors shall approve.

   SECTION 12. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes or proceedings of the Board or committee.

                                  ARTICLE IV.

                                    OFFICERS

   SECTION 1. Number. The principal officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board of Directors, an Executive Vice President, and such other
officers as may be appointed in accordance with the provisions of these
By-Laws. The offices of Executive Vice President, or of a Vice President, the
Secretary and the Treasurer or any of them may be held by the same persons in
the discretion of the Board of Directors. The offices of President and
Treasurer may also be held by the same person.

   SECTION 2. Election and Term of Office. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly chosen and shall qualify, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided.

   SECTION 3. Subordinate Officers. In addition to the principal officers
enumerated in Section I of this Article IV, the Corporation may have one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers, agents and employees as the Board of Directors may deem necessary,
each of whom shall hold office for such period, have such authority, and
perform such duties as the President or the Board of Directors may from time to
time determine. The Board of Directors may delegate to any principal officer
the power to appoint and to remove any such subordinate officers, agents or
employees.

   SECTION 4. Removal. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by the Board of Directors at any
regular meeting of the Board, or at any special meeting of the Board called for
that purpose at which a quorum is present.

   SECTION 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall take effect upon receipt of such notice
or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.





                                      49
<PAGE>   10

                                                                     Exhibit 3-3
                                                                         Page 10

   SECTION 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these By-Laws for
election or appointment to such office for such term.

   SECTION 7. Chairman of the Board. When there is a Chairman of the Board he
shall preside at all meetings of stockholders and at all meetings of the Board
of Directors. He shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

   SECTION 8. President. The President shall be the Chief Executive Officer of
the Corporation, and as such shall have general supervision of the affairs of
the Corporation, subject to the control of the Board of Directors. He shall be
an ex officio member of all standing committees. In the absence of the Chairman
of the Board, or whenever the office is vacant, the President shall preside at
all meetings of stockholders and at all meetings of the Board of Directors.
Subject to the control and direction of the Board of Directors the President
may enter into any contract or execute and deliver any instrument in the name
and on behalf of the Corporation. In general, he shall perform all duties
incident to the office of President, as herein defined, and all such other
duties as from time to time may be assigned to him by the Board of Directors.

   SECTION 9. Vice Presidents. When there is an Executive Vice President, he
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President. He shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. In the absence or disability of the Executive Vice
President, the Board of Directors shall determine the Vice President or other
officer to perform the duties and exercise the powers of the President.

   Vice Presidents shall perform such duties and have such other powers as the
President or the Board of Directors may from time to time prescribe.

   SECTION 10. Secretary. The Secretary, if present, shall act as secretary at
all meetings of the Board of Directors and of the stockholders, and keep the
minutes thereof in a book or books to be provided for that purpose; shall see
that all notices required to be given by the Corporation are duly given and
served; shall have charge of the stock records of the Corporation; shall see
that all reports, statements and other documents required by law are properly
kept and filed; and in general, shall perform all the duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the President or the Board of Directors.

   SECTION 11. Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall exhibit
at all reasonable times his books of account and records to any of the
directors of the Corporation upon application during business hours at the
office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, shall render a statement of the condition
of the finances of the Corporation at any meeting of the Board or at the





                                      50
<PAGE>   11

                                                                     Exhibit 3-3
                                                                         Page 11

annual meeting of stockholders; shall receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever; and in general,
shall perform all the duties incident to the office of the Treasurer and such
other duties as from time to time may be assigned to him by the President or
the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful discharge of his duties as the Board of Directors may require.

   SECTION 12. Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the President.


                                   ARTICLE V.

                           SHARES AND THEIR TRANSFER


   SECTION 1. Certificate for Stock. Every stockholder of the Corporation shall
be entitled to a certificate or certificates, to be in such form as the Board
of Directors shall prescribe, certifying the number of shares of the capital
stock of the Corporation owned by him.

   SECTION 2. Stock Certificate Signature. The certificates for such stock
shall be numbered in the order in which they shall be issued and shall be
signed by the President or any Vice President and the Secretary or Treasurer of
the Corporation, and its seal shall be affixed thereto. 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 such officers of the Corporation may be facsimiles. In case
any officer of the Corporation who has signed, or whose facsimile signature has
been placed upon any such 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 issue.

   SECTION 3. Stock Ledger. A record shall be kept by the Secretary, transfer
agent or by any other officer, employee or agent designated by the Board of
Directors of the name of the person, firm or corporation holding the stock
represented by such certificates, the number of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation.

   SECTION 4. Cancellation. Every certificate surrendered to the Corporation
for exchange or registration of transfer shall be canceled, and no new
certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled,
except in cases provided in Section 7 of this Article V.

   SECTION 5. Registrations of Transfers of Stock. Registrations of transfers
of shares of the capital stock of the Corporation shall be made 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, or with a transfer clerk or a transfer agent appointed as in
Section 6 of this Article V provided, and on surrender of the certificate or
certificates for





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                                                                     Exhibit 3-3
                                                                         Page 12

such shares properly endorsed and the payment of all taxes thereon. The person
in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided,
however, that whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.

   SECTION 6. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation. It may appoint, or
authorize any principal officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of any of
them.

   SECTION 7. Lost, Stolen, Destroyed or Mutilated Certificates. As a condition
of the issue of a new certificate for shares of stock in the place of any
certificate theretofore issued and alleged to have been lost, stolen, mutilated
or destroyed, the Board of Directors, in its discretion, may require the owner
of any such certificate, or his legal representatives, to file with the
Corporation a bond in such sum and in such form as it may deem sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, mutilation or destruction of any such
certificate or the issuance of such new certificate. Proper evidence of such
loss, theft, mutilation or destruction shall be procured for the Board of
Directors, if it so requires. The Board of Directors, in its discretion, may
authorize the issuance of new certificates without any bond when in its
judgment it is proper to do so.

   SECTION 8. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, 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, the Board of Directors may fix, in advance, a date as
a record date for any such determination of stockholders. Such record 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 any other action.
                                                       Section 8 Amended 12/6/91


                                  ARTICLE VI.

                                INDEMNIFICATION

   The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, indemnify any and all persons
whom it shall have power to indemnify under said Section from and against any
and all of the expenses, liabilities or other matters referred to in, or
covered by said Section.





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<PAGE>   13

                                                                     Exhibit 3-3
                                                                         Page 13

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

   SECTION 1. Corporate Seal. The Board of Directors shall provide a corporate
seal, which shall be in the form of a circle, and shall bear the name of the
Corporation and words and figures showing that it was incorporated in the State
of Delaware in the year 1969. The Secretary shall be the custodian of the seal.
The Board of Directors may authorize a duplicate seal to be kept and used by
any other officer.

   SECTION 2. Fiscal Year. The fiscal year of the Corporation shall end on the
Sunday nearest September 30 in each year commencing with the year 1993.
                                                       Section 2 Amended 7/21/93

   SECTION 3. Voting of Stocks Owned by the Corporation. The Board of Directors
may authorize any person in behalf of the Corporation to attend, vote and grant
proxies to be used at any meeting of stockholders of any corporation (except
this Corporation) in which the Corporation may hold stock.

   SECTION 4. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends such sum or sums as the directors from time to time in their
discretion deem proper for working capital, or as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.


                                 ARTICLE VIII.

                                   AMENDMENTS

   The Board of Directors may alter, amend or repeal the By-laws of the
Corporation at any regular or special meeting of the Board of Directors. Except
as may otherwise be provided in the Certificate of Incorporation, stockholders
may alter, amend or repeal the By-laws of the Corporation at any annual or
special meeting of stockholders only upon the affirmative vote of a majority of
the stock of the Corporation issued and outstanding and entitled to vote in
respect thereof, provided that notice of the proposed alteration, amendment or
repeal is contained in the notice of such meeting. By-laws, whether made or
altered by the stockholders or by the Board of Directors, shall be subject to
alteration or repeal by the stockholders as in this Article VIII above
provided.
                                                    Article VIII Amended 12/6/91



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