<PAGE>
                                                                     EXHIBIT 3.3
 
                                    BY-LAWS
                                      OF
                         OMEGA ACQUISITION CORPORATION
                           (a Delaware corporation)
ARTICLE I
                                 Stockholders
                                 ------------

          SECTION 1.  Annual Meetings.  The annual meeting of stockholders for
                      ---------------                                         
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine.

          SECTION 2.  Special Meetings.  Special meetings of stockholders for
                      ----------------                                       
the transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors or by stockholders holding together at
least a majority of all the shares of the Corporation entitled to vote at the
meeting, and shall be held at such date and time, within or without the State of
Delaware, as may be specified by such order.  Whenever the directors shall fail
to fix such place, the meeting shall be held at the principal executive office
of the Corporation.

          SECTION 3.  Notice of Meetings.  Written notice of all meetings of the
                      ------------------                                        
stockholders shall be mailed or delivered to each stockholder not less than 10
nor more than 
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60 days prior to the meeting. Notice of any special meeting shall state in
general terms the purpose or purposes for which the meeting is to be held.

          SECTION 4.  Stockholder Lists.  The officer who has charge of the
                      -----------------                                    
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, 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 also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

          SECTION 5.  Quorum.  Except as otherwise provided by law or the
                      ------                                             
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders of record
of a majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at the meeting, present in person or by proxy.  At
all meetings of the stockholders at which a quorum is present, all matters,
except as otherwise provided by law or the Certificate of Incorporation, shall
be decided by the vote of the holders of a majority of the shares entitled to
vote thereat present in person or by proxy.  If there be no such quorum, the

                                       2
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holders of a majority of such shares so present or represented may adjourn the
meeting from time to time, without further notice, until a quorum shall have
been obtained.  When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.

          SECTION 6.  Organization.  Meetings of stockholders shall be presided
                      ------------                                              
over by the Chairman, if any, or if none or in the Chairman's absence the Vice-
Chairman, if any, or if none or in the Vice-Chairman's absence the President, if
any, or if none or in the President's absence a Vice-President, or, if none of
the foregoing is present, by a chairman to be chosen by the stockholders
entitled to vote who are present in person or by proxy at the meeting.  The
Secretary of the Corporation, or in the Secretary's absence an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the presiding officer of the meeting
shall appoint any person present to act as secretary of the meeting.

          SECTION 7. Voting; Proxies; Required Vote.
                     ------------------------------ 

(a)  At each meeting of stockholders, every stockholder shall be entitled to
vote in person or by proxy appointed by instrument in writing, subscribed by
such stockholder or by such stockholder's duly authorized attorney-in-fact, and,
unless the Certificate of Incorporation provides otherwise, shall have one vote
for each share of stock entitled to vote registered in the name of such
stockholder on the books of the Corporation on the applicable record date fixed
pursuant to these By-laws.  At all elections of directors the voting may but
need not be by ballot and a plurality of the votes cast there shall elect.
Except as otherwise required by law or the Certificate of Incorporation, any
other action shall be authorized by a majority of the votes cast.

          (b)  Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise 

                                       3
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required by law or the Certificate of Incorporation, be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by a majority of the holders of record of
the issued and outstanding capital stock of the Corporation, and the writing or
writings are filed with the permanent records of the Corporation. Prompt notice
of the taking of corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

          SECTION 8.  Inspectors.  The Board of Directors, in advance of any
                      ----------                                            
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof.  If an inspector or inspectors are not
so appointed, the person presiding at the meeting may, but need not, appoint one
or more inspectors.  In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector, if any, before entering upon the discharge of his or
her 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, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, and 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 stockholders.
On request of the person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge, question or matter
determined by such inspector or inspectors and execute a certificate of any fact
found by such inspector or inspectors.

                                       4
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                                   ARTICLE II

                               Board of Directors
                               ------------------

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

          SECTION 2.  Qualification; Number; Term; Remuneration.  (a)  Each
                      -----------------------------------------            
director shall be at least 18 years of age.  A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The number of directors constituting the entire Board shall be two
(2), or such greater number as may be fixed from time to time by action of the
stockholders or Board of Directors, one of whom may be selected by the Board of
Directors to be its Chairman.  The use of the phrase "entire Board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.

          (b)  Directors who are elected at an annual meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

          (c)  Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation 

                                       5
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therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

          SECTION 3.  Quorum and Manner of Voting.  Except as otherwise provided
                      ---------------------------                               
by law, the presence of a majority of the directors of the Board shall
constitute a quorum.  A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting from time to time to another time and
place without notice.  The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

          SECTION 4.  Places of Meetings.  Meetings of the Board of Directors
                      ------------------                                     
may be held at any place within or without the State of Delaware, as may from
time to time be fixed by resolution of the Board of Directors, or as may be
specified in the notice of meeting.

          SECTION 5.  Annual Meeting.  Following the annual meeting of
                      --------------                                  
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting.  Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

          SECTION 6.  Regular Meetings.  Regular meetings of the Board of
                      ----------------                                   
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution determine.  Notice need not be given of regular
meetings of the Board of Directors held at times and places fixed by resolution
of the Board of Directors.

          SECTION 7.  Special Meetings.  Special meetings of the Board of
                      ----------------                                   
Directors shall be held whenever called by the 

                                       6
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Chairman of the Board, President or Vice-President or by a majority of the
directors then in office.

          SECTION 8.  Notice of Meetings.  A notice of the place, date and time
                      ------------------                                       
and the purpose or purposes of each meeting of the Board of Directors shall be
given to each director by mailing the same at least two days before the meeting,
or by telegraphing or telephoning the same or by delivering the same personally
not later than the day before the day of the meeting.

          SECTION 9.  Organization.  At all meetings of the Board of Directors,
                      ------------                                             
the Chairman, if any, or if none or in the Chairman's absence or inability to
act the President, or in the President's absence or inability to act any Vice-
President who is a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall preside.
The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.

          SECTION 10.  Resignation; Removal.  Any director may resign at any
                       --------------------                                 
time upon written notice to the Corporation and such resignation shall take
effect upon receipt thereof by the President or Secretary, unless otherwise
specified in the resignation.  Any or all of the directors may be removed, with
or without cause, at any time, by the holders of a majority of the shares of
stock outstanding and entitled to vote for the election of directors.

          SECTION 11.  Vacancies.  Unless otherwise provided in these By-laws,
                       ---------                                              
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a 

                                       7
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majority of the remaining directors, although less than a quorum, or by a sole
remaining director, or at a special meeting of the stockholders, by the holders
of shares entitled to vote for the election of directors.

          SECTION 12.  Action by Written Consent.  Any action required or
                       -------------------------                         
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.


                                  ARTICLE III

                                   Committees
                                   ----------

          SECTION 1.  Appointment.  From time to time the Board of Directors by
                      -----------                                              
a resolution adopted by the Board may appoint any committee or committees for
any purpose or purposes, to the extent lawful, which shall have powers as shall
be determined and specified by the Board of Directors in the resolution of
appointment.

          SECTION 2.  Procedures, Quorum and Manner of Acting.  Each committee
                      ---------------------------------------                 
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors.  Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee, and in every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of the
committee.  Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.

                                       8
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          SECTION 3.  Action by Written Consent.  Any action required or
                      -------------------------                         
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if all the members of the committee consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the committee.

          SECTION 4.  Term; Termination.  In the event any person shall cease to
                      -----------------                                         
be a director of the Corporation, such person shall simultaneously therewith
cease to be a member of any committee appointed by the Board of Directors.


                                   ARTICLE IV

                                    Officers
                                    --------

          SECTION 1.  Election and Qualifications.  The Board of Directors shall
                      ---------------------------                               
elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more Vice-
Presidents (any one or more of whom may be given an additional designation of
rank or function), a Treasurer and such assistant secretaries, such Assistant
Treasurers and such other officers as the Board may from time to time deem
proper.  Each officer shall have such powers and duties as may be prescribed by
these By-laws and as may be assigned by the Board of Directors or the President.
Any two or more offices may be held by the same person except the offices of
President and Secretary.

          SECTION 2.  Term of Office and Remuneration.  The term of office of
                      -------------------------------                        
all officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of 

                                       9
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Directors. The remuneration of all officers of the Corporation may be fixed by
the Board of Directors or in such manner as the Board of Directors shall
provide.

          SECTION 3.  Resignation; Removal.  Any officer may resign at any time
                      --------------------                                     
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation.  Any officer shall be subject to removal, with or without
cause, at any time by vote of all of the directors of the Board.

          SECTION 4.  Chairman of the Board.  The Chairman of the Board of
                      ---------------------                               
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.

          SECTION 5.  President and Chief Executive Officer.  The President
                      -------------------------------------                
shall be the chief executive officer of the Corporation, and shall have such
duties as customarily pertain to that office.  The President shall have general
management and supervision of the property, business and affairs of the
Corporation and over its other officers; may appoint and remove assistant
officers and other agents and employees, other than officers referred to in
Section 1 of this Article IV; and may execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations and
instruments.

          SECTION 6.  Vice-President.  A Vice-President may execute and deliver
                      --------------                                           
in the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of the duties of said office, and shall have
such other authority as from time to time may be assigned by the Board of
Directors or the President.

                                       10
<PAGE>
 
          SECTION 7.  Treasurer.  The Treasurer shall in general have all duties
                      ---------                                                 
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.

          SECTION 8.  Secretary.  The Secretary shall in general have all the
                      ---------                                              
duties incident to the office of Secretary and such other duties as may be 
assigned by the Board of Directors or the President.

          SECTION 9.  Assistant Officers.  Any assistant officer shall have such
                      ------------------                                        
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.


                                   ARTICLE V

                               Books and Records
                               -----------------
                                        
          SECTION 1.  Location.  The books and records of the Corporation may be
                      --------                                                  
kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine.  The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-laws and by such officer or agent as shall be
designated by the Board of Directors.

          SECTION 2.  Addresses of Stockholders.  Notices of meetings and all
                      -------------------------                              
other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Corporation.

                                       11
<PAGE>
 
          SECTION 3.  Fixing Date for Determination of Stockholders of Record.
                      -------------------------------------------------------  
(a)  In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date shall not be more than 60 nor less
than 10 days before the date of such meeting.  If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

          (b)  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in this State, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in 

                                       12
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which proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by this
chapter, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

          (c)  In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted and which record date shall be not more than 60 days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

                                       13
<PAGE>
 
                                   ARTICLE VI

                        Certificates Representing Stock
                        -------------------------------

          SECTION 1.  Certificates; Signatures.  The shares of the Corporation
                      ------------------------                                
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.  Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.  Any and all signatures on any such certificate
may be facsimiles.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

          SECTION 2.  Transfers of Stock.  Upon compliance with provisions
                      ------------------                                  
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only 

                                       14
<PAGE>
 
by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

          SECTION 3.  Fractional Shares.  The Corporation may, but shall not be
                      -----------------                                        
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.

          The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.

          SECTION 4.  Lost, Stolen or Destroyed Certificates.  The Corporation
                      ---------------------------------------                  
may issue a new certificate of stock in place of any certificate, theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.

                                       15
<PAGE>
 
                                  ARTICLE VII

                                   Dividends
                                   ---------

          Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

                                  ARTICLE VIII

                                  Ratification
                                  ------------

          Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized.  Such ratification shall be binding upon the
Corporation and its stockholders and shall 

                                       16
<PAGE>
 
constitute a bar to any claim or execution of any judgment in respect of such
questioned transaction.

                                   ARTICLE IX

                                 Corporate Seal
                                 --------------

          The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine.  The corporate seal may be used by printing, engraving, litho-
graphing, stamping or otherwise making, placing or affixing, or causing to be
printed, engraved, lithographed, stamped or otherwise made, placed or affixed,
upon any paper or document, by any process whatsoever, an impression, facsimile
or other reproduction of said corporate seal.


                                   ARTICLE X

                                  Fiscal Year
                                  -----------

          The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.  Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the calendar
year.
 

                                  ARTICLE XI

                               Waiver of Notice
                               ----------------

          Whenever notice is required to be given by these By-laws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons 

                                       17
<PAGE>
 
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.


                                  ARTICLE XII

                     Bank Accounts, Drafts, Contracts, Etc.
                     --------------------------------------

          SECTION 1.  Bank Accounts and Drafts.  In addition to such bank
                      ------------------------                           
accounts as may be authorized by the Board of Directors, the primary financial
officer or any person designated by said primary financial officer, whether or
not an employee of the Corporation, may authorize such bank accounts to be
opened or maintained in the name and on behalf of the Corporation as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the written
instructions of said primary financial officer, or other person so designated by
the Treasurer.

          SECTION 2.  Contracts.  The Board of Directors may authorize any
                      ---------                                           
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.

          SECTION 3.  Proxies; Powers of Attorney; Other Instruments.  The
                      ---------------------------------- -----------      
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the
rights and powers incident to the ownership of stock by the Corporation.  The
Chairman, the President or any other person authorized by proxy or power of
attorney executed and delivered by either of them on behalf of the Corporation
may attend and vote at any meeting of stockholders 

                                       18
<PAGE>
 
of any company in which the Corporation may hold stock, and may exercise on
behalf of the Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, or otherwise as specified in the
proxy or power of attorney so authorizing any such person. The Board of
Directors, from time to time, may confer like powers upon any other person.

          SECTION 4.  Financial Reports.  The Board of Directors may appoint the
                      -----------------                                         
primary financial officer or other fiscal officer and/or the Secretary or any
other officer to cause to be prepared and furnished to stockholders entitled
thereto any special financial notice and/or financial statement, as the case may
be, which may be required by any provision of law.


                                  ARTICLE XIII

                                   Amendments
                                   ----------

          The Board of Directors shall have power to adopt, amend or repeal By-
laws.  By-laws adopted by the Board of Directors may be repealed or changed, and
new By-laws made, by the stockholders, and the stockholders may prescribe that
any By-law made by them shall not be altered, amended or repealed by the Board
of Directors.

                                       19
<PAGE>

                                  ARTICLE XIV
                                  -----------
                                INDEMNIFICATION
                                ---------------


     Section 1.  Power to Indemnify in Actions, Suits or Proceedings other Than
                 --------------------------------------------------------------
Those by or in the Right of the Corporation.  Subject to Section 3 of this
--------------------------------------------                              
Article XIV, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                                      20
<PAGE>
 
     Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or in
                 ------------------------------------------------------------
the Right of the Corporation.   Subject to Section 3 of this Article XIV, the
----------------------------                                                 
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.


     Section 3.  Authorization of Indemnification. Any indemnification under
                 ---------------------------------                          
this Article XIV (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article XIV, as the case may be.  Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not

                                      21
<PAGE>
 
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.  To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith, without the necessity of authorization in the specific case.


     Section 4.  Good Faith Defined.  For purposes of any determination under
                 -------------------                                         
Section 3 of this Article XIV, a person shall be deemed to have acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe his or her conduct was
unlawful, if his or her action is based on the records or books of account of
the Corporation or another enterprise, or on information supplied to him or her
by the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise.  The term "another enterprise" as used in this Section 4
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent.
The provisions of this Section 4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of

                                      22
<PAGE>
 
conduct set forth in Sections 1 or 2 of this Article XIV, as the case may be.



     Section 5.  Indemnification by a Court.  Notwithstanding any contrary
                 ---------------------------                              
determination in the specific case under Section 3 of this Article XIV, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2 of this Article XIV.  The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director or officer
is proper in the circumstances because he or she met the applicable standards of
conduct set forth in Sections 1 or 2 of this Article XIV, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article XIV nor the absence of any determination thereunder shall be a defense
to such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct.  Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application.  If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.


     Section 6.  Expenses Payable in Advance.   Expenses incurred by a director
                 ----------------------------                                  
or officer in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article XIV.

                                      23
<PAGE>
 
     Section 7.  Nonexclusivity of Indemnification and Advancement of Expenses.
                 -------------------------------------------------------------- 
The indemnification and advancement of expenses provided by or granted pursuant
to this Article XIV shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, it being the policy
of the Corporation that indemnification of the persons specified in Sections 1
and 2 of this Article XIV shall be made to the fullest extent permitted by law.
The provisions of this Article XIV shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article XIV but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.


 

     Section 8.  Insurance.  The Corporation may purchase and maintain insurance
                 ----------                                                     
on behalf of any person who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him or her against such liability under the provisions of this Article
XIV.


     Section 9.  Certain Definitions.  For purposes of this Article XIV,
                 --------------------                                   
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation

                                      24
<PAGE>
 
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers, so that any person who is or
was a director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions of this
Article XIV with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.  For purposes of this Article XIV, references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
XIV.


     Section 10.  Survival of Indemnification and Advancement of Expenses.
                  --------------------------------------------------------   
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article XIV shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.


     Section 11.  Limitation on Indemnification.  Notwithstanding anything
                  ------------------------------                          
contained in this Article XIV to the contrary, except for

                                      25
<PAGE>
 
proceedings to enforce rights to indemnification (which shall be governed by
Section 5 hereof), the Corporation shall not be obligated to indemnify any
director or officer in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation.


          Section 12.  Indemnification of Employees and Agents.  The Corporation
                       ----------------------------------------                 
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article XIV to directors and officers of the Corporation.

                                      26