<PAGE>   1

                                                                     Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                            REDHEADS BISTRO BAR, INC.

                       (Formerly Magic Restaurants, Inc.)

     Adopted By Order of the United States Bankruptcy Court for the District

    of Delaware dated December 31, 1996, In re Magic Restaurant, Inc. et al.,

                           Case No. 95-376 (Chapt. 11)
<PAGE>   2

                           REDHEADS BISTRO BAR, INC.

                         AMENDED AND RESTATED BYLAWS(1)

                                   ARTICLE I
                                    Offices

            Section 1.1 Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware

            Section 1.2 Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II
                             Stockholders' Meetings

            Section 2.1 Annual Meeting. The annual meeting of the holders of
shares of each class or series of stock who are entitled to notice thereof and
to vote thereat pursuant to applicable law and the Corporation's Certificate of
Incorporation for the purpose of electing directors and transacting such other
proper business as may come before it shall be held in each year, at such time,
on such day and at such place, within or without the State of Delaware, as may
be designated by the Board of Directors.

            Section 2.2 Special Meetings. In addition to such special meetings
as are provided by law or the Corporation's Certificate of Incorporation,
special meetings of the holders of any class or series or of all classes or
series of the Corporation's stock for any purpose or purposes, may be called at
any time by the Board of Directors and may be held on such day, at such time and
at such place, within or without the State of Delaware, as shall be designated
by the Board of Directors. Stockholders may not call a special meeting.

            Section 2.3 Notice of Meetings and Adjourned Meetings. Except as
otherwise provided by law, written notice of any meeting of Stockholders (i)
shall be given either by personal delivery or by mail to each Stockholder of
record entitled to vote thereat, (ii) shall be in such form as is approved by
the Board of Directors, and (iii) shall state the date, place and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, such written
notice shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Except when a Stockholder attends a meeting for
the

----------
      (1) In the form approved by a Confirmation Order dated December 31, 1996
of the United States Bankruptcy Court for the District of Delaware, Case No.
95-376 (Chapt. 11).


                                      -1-
<PAGE>   3

express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, presence in person or by proxy of a Stockholder shall
constitute a waiver of notice of such meeting. Further, a written waiver of any
notice required by law or by these Bylaws, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Except as otherwise provided by law, the business that may
be transacted at any such meeting shall be limited to and consist of the purpose
or purposes stated in such notice. If a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Stockholder of record
entitled to vote at the meeting.

            Section 2.4 Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten (10)
days before each meeting of the Stockholders, a complete list of Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares of each such
Stockholder as shown on the stock transfer records maintained for such purposes,
which list, for a period of ten (10) days before each meeting of Stockholders,
shall be kept on file either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of meeting, or if not so
specified, at the place where the meeting is to be held and such list shall be
subject to inspection by the Corporation's Stockholders as required by law. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any of the Corporation's Stockholders
for the duration of the meeting. The Corporation's original stock transfer books
shall be prima facie evidence as to who are the Stockholders entitled to examine
such list or transfer books or to vote at any meeting of Stockholders.

            Section 2.5 Quorum. Except as otherwise provided by law or by the
Corporation's Certificate of Incorporation, the holders of a majority of the
Corporation's stock issued and outstanding and entitled to vote at a meeting,
present in person or represented by proxy, without regard to class or series,
shall constitute a quorum at all meetings of the Stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the holders of a majority of
such shares of stock, present in person or represented by proxy, may adjourn any
meeting from time to time without notice other than announcement at the meeting,
except as otherwise required by these Bylaws, until a quorum shall be present or
represented. At any such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.

            Section 2.6 Organization. Meetings of the Stockholders shall be
presided over by the Chairman of the Board of Directors, if one shall be
elected, or in his absence, by the President or by any Vice President, or, in
the absence of any of such officers, by a chairman to be chosen by a majority of
the Stockholders entitled to vote at the


                                      -2-
<PAGE>   4

meeting who are present in person or by proxy. The Secretary, or, in his 
absence, any Assistant Secretary or any person appointed by the individual
presiding over the meeting, shall act as secretary at meetings of the
Stockholders.

            Section 2.7 Voting. Each Stockholder of record, as determined
pursuant to Section 2.8, who is entitled to vote in accordance with the terms of
the Corporation's Certificate of Incorporation and in accordance with the
provisions of these Bylaws, shall be entitled to one vote, in person or by
proxy, for each share of stock registered in his name on the books of the
Corporation. Every Stockholder entitled to vote at any Stockholders' meeting may
authorize another person or persons to act for him by proxy duly appointed by
instrument in writing subscribed to by such Stockholder, provided that no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A
Stockholder's attendance at any meeting, when such Stockholder has previously
given a proxy, shall not have the effect of revoking a previously granted proxy
unless such Stockholder shall in writing so notify the Secretary of the meeting
prior to the voting of the proxy. Unless otherwise provided by law, no vote on
the election of directors or any question brought before the meeting need be by
ballot unless the chairman of the meeting shall determine that it shall be by
ballot or the holders of a majority of the shares of stock present in person or
by proxy and entitled to participate in such vote shall so demand. In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
Stockholder or proxy voting. Except as otherwise provided by law, by the
Corporation's Certificate of Incorporation or these Bylaws, all elections of
directors and all other matters before the Stockholders shall be decided by the
vote of the holders of a majority of the shares of stock present in person or by
proxy at the meeting and entitled to vote in the election or on the question. In
the election of directors, votes may not be cumulated.

            Section 2.8 Stockholders Entitled to Vote. The Board of Directors
may fix a date not more than sixty (60) days nor less than ten (10) days prior
to the date of any meeting of Stockholders, or, in the case of corporate action
by written consent in accordance with the terms of Section 2.10(b), not prior to
the date upon which the resolution of the Board of Directors fixing the record
date is adopted and not more than ten (10) days after the date upon which the
resolution of the Board of Directors fixing the record date is adopted, as a
record date for the determination of the Stockholders entitled to notice of and
to vote at such meeting and any adjournment thereof. In each case such
Stockholders and only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to notice of and to vote at such meeting and
any adjournment thereof notwithstanding any transfer of any stock on the books
of the Corporation after such record date fixed as aforesaid.

            Section 2.9 Order of Business. The order of business at all meetings
of Stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote without regard to class
or series at the meeting.


                                      -3-
<PAGE>   5

            Section 2.10 Action by Written Consent. No action required or
permitted to be taken by the Stockholders of the Corporation may be taken except
at an annual or special meeting of Stockholders with proper prior notice and a
vote. No action shall be taken by the Stockholders by written consent.

            Section 2.11 Authorization of Proxies. Without limiting the manner
in which a Stockholder may authorize another person or persons to act for him as
proxy, the following are valid means of granting such authority. A Stockholder
may execute a writing authorizing another person or persons to act for him as
proxy. Execution may be accomplished by the Stockholder or his authorized
officer, director, employee or agent signing such writing or causing his or her
signature to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature. A Stockholder may also authorize another
person or persons to act for him as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the Stockholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

            Section 2.12 Inspectors and Voting Procedures.

            (a) The Corporation shall, in advance of any meeting of
Stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of Stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

            (b) The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.


                                      -4-
<PAGE>   6

            (c) The date and time of the opening and closing of the polls for
each matter upon which the Stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
Stockholder shall determine otherwise.

            (d) In determining the validity and counting of proxies and ballots,
the inspectors may examine and consider such records or factors as allowed by
the General Corporation Laws of the State of Delaware.

            Section 2.13 Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.13 shall
be eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of the Corporation's stockholders (a) by or at the direction of the
Board of Directors, or (b) by any stockholder of the Corporation entitled to
vote for the election of directors at such meeting who complies with the
procedures set forth in this Section 2.13. All nominations by stockholders shall
be made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a stockholders' notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 30 days nor more than 60 days prior to the meeting; provided, however,
that if less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
stockholder's notice to the Secretary shall set forth in writing (a) as to each
person whom such stockholder proposes to nominate for election or re-election as
a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including without limitation, such person's written
consent to being named in the proxy statements as a nominee and to serving as a
director if elected; and (b) as to such stockholder (i) the name and address, as
they appear on the Corporation's books, of such stockholder, and (ii) the class
and number of shares of the Corporation's capital stock that are beneficially
owned by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director unless nominated in accordance with
the procedures set forth in these Bylaws of the Company. The chairman of the
stockholders meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws of the Company, and if he shall so determine, he
shall announce such determination to the meeting and the defective nomination
shall be disregarded.

            Section 2.14 Stockholder Proposals. At any special meeting of the
Corporation, stockholders only such business shall be conducted as shall have
been brought before the meeting by or at the direction of the Board of


                                      -5-
<PAGE>   7

Directors. At any annual meeting of the stockholder, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors, or (b) by any stockholder who complies with
the procedures set forth in this Section 2.14. For business properly to be
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
30 days nor more than 60 days prior to the meeting; provided, however, that if
less than 40 days notice or prior public disclosure of the date of the meeting
is given or made to the Corporation's stockholders, notice by the stockholder to
be timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the Corporation's annual
meeting was mailed or such public disclosure was made. To be in proper written
form, such stockholder's notice to the Secretary shall set forth in writing as
to each matter such stockholder proposes to bring before the annual meeting (a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of such
stockholder, (c) the class and number of shares of the Corporation's stock which
are beneficially owned by such stockholder, and (d) any material interest of
such stockholder in such business. Notwithstanding anything in these By-Laws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.14. The chairman of
an annual stockholder's meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 2.14, and, if he should so
determine he shall so announce such determination to the meeting and any such
business not properly brought before the meeting shall not be transacted.

                                  ARTICLE III

                                   Directors

            Section 3.1 Management. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all powers of the Corporation and do all lawful acts and
things that are not by law, by the Corporation's Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by the
Stockholders.

            Section 3.2 Number and Term. The number of directors is 5. The
number of directors may be increased or decreased from time to time by
resolution of the Board of Directors adopted by the affirmative vote of a
majority of the members of the entire Board of Directors, but shall consist of
not less than one (1) member who shall be elected annually by the Stockholders
except as provided in Section 3.4. Directors need not be Stockholders. No
decrease in the number of directors shall have the effect of shortening the term
of office of any incumbent director.


                                       -6-
<PAGE>   8

            Section 3.3 Quorum and Manner of Action. At all meetings of the
Board of Directors a majority of the total number of directors holding office
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Corporation's Certificate of Incorporation
or these Bylaws. When the Board of Directors consists of one director, the one
director shall constitute a majority and a quorum. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at such adjourned meeting. Attendance by a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

            Section 3.4 Vacancies. Except as otherwise provided by law or the
Corporation's Certificate of Incorporation, in the case of any increase in the
authorized number of directors or of any vacancy in the Board of Directors,
however created, the additional director or directors may be elected, or, as the
case may be, the vacancy or vacancies may be filled by majority vote of the
directors remaining on the whole Board of Directors although less than a quorum,
or by a sole remaining director. In the event one or more directors shall
resign, effective at a future date, such vacancy or vacancies shall be filled by
a majority of the directors who will remain on the whole Board of Directors,
although less than a quorum, or by a sole remaining director. Any director
elected or chosen as provided herein shall serve until the sooner of: (i) the
unexpired term of the directorship to which he is appointed; (ii) until his
successor is elected and qualified; or (iii) until his earlier resignation or
removal.

            Section 3.5 Resignations. A director may resign at any time upon
written notice of resignation to the Corporation. Any resignation shall be
effective immediately unless a certain effective date is specified therein, in
which event it will be effective upon such date and acceptance of any
resignation shall not be necessary to make it effective.

            Section 3.6 Removals. Any director or the entire Board of Directors
may be removed, with or without cause, and another person or persons may be
elected to serve for the remainder of his or their term by the holders of a
majority of the shares of the Corporation entitled to vote in the election of
directors. In case any vacancy so created shall not be filled by the
Stockholders at such meeting, such vacancy may be filled by the directors as
provided in Section 3.4.

            Section 3.7 Annual Meetings. The annual meeting of the Board of
Directors shall be held, if a quorum be present, immediately following each
annual meeting of the Stockholders at the place such meeting of Stockholders
took place, for the purpose of organization and transaction of any other
business that might be transacted at a regular meeting thereof, and no notice of
such meeting shall be necessary. If a quorum is not present, such annual


                                      -7-
<PAGE>   9

meeting may be held at any other time or place that may be specified in a notice
in the manner provided in Section 3.9 for special meetings of the Board of
Directors or in a waiver of notice thereof.

            Section 3.8 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the Board of Directors. Except as
otherwise provided by law, any business may be transacted at any regular meeting
of the Board of Directors.

            Section 3.9 Special Meetings. Special meetings of the Board of
Directors may be called by the President, or by the Secretary on the written
request of one-third (1/3) of the members of the whole Board of Directors
stating the purpose or purposes of such meeting. Notices of special meetings, if
mailed, shall be mailed to each director not later than two (2) days before the
day the meeting is to be held or if otherwise given in the manner permitted by
these Bylaws, not later than the day before such meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting need be specified
in any notice or written waiver of notice unless so required by the
Corporation's Certificate of Incorporation or by these Bylaws. Any and all
business may be transacted at a special meeting, unless limited by law, the
Corporation's Certificate of Incorporation or by these Bylaws.

            Section 3.10 Organization of Meetings. At any meeting of the Board
of Directors, business shall be transacted in such order and manner as such
Board of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present at any meeting at
which there is a quorum except as otherwise provided by these Bylaws or required
by law.

            Section 3.11 Place of Meetings. The Board of Directors may hold
their meetings and have one or more offices, and keep the books of the
Corporation, outside the State of Delaware, at any office or offices of the
Corporation, or at any other place as they may from time to time by resolution
determine.

            Section 3.12 Compensation of Directors. Directors shall not receive
any stated salary for their services as directors, but by resolution of the
Board of Directors a fixed honorarium or fees and expenses, if any, of
attendance may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
such committee meetings.

            Section 3.13 Action by Unanimous Written Consent. Unless otherwise
restricted by law, the Corporation's Certificate of Incorporation or these
Bylaws, 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 all
members of the Board of Directors or of such committee, as the case maybe,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or the committee.

            Section 3.14 Participation in Meetings by Telephone. Unless
otherwise restricted by the Corporation's Certificate of Incorporation or these
Bylaws, members of the Board of Directors or of any committee thereof may
participate in a meeting of such Board of Directors or committee by means of
conference telephone or


                                      -8-
<PAGE>   10

similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting in such manner shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the meeting is not lawfully called or convened.

                                   ARTICLE IV

                            Committees of the Board

            Section 4.1 Membership and Authorities. The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board of
Directors, designate one (1) or more Directors to constitute an Executive
Committee and such other committees as the Board of Directors may determine,
each of which committees to the extent provided in said resolution or
resolutions or in these Bylaws, shall have and may exercise all the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, except in those cases where the authority of the Board of Directors
is specifically denied to the Executive Committee or such other committee or
committees by law, the Corporation's Certificate of Incorporation or these
Bylaws, and may authorize the seal of the Corporation to be affixed to all
papers that may require it. The designation of an Executive Committee or other
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

            Section 4.2 Minutes. Each committee designated by the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.

            Section 4.3 Vacancies. The Board of Directors may designate one (1)
or more of its members as alternate members of any committee who may replace any
absent or disqualified member at any meeting of such committee. If no alternate
members have been appointed, the committee 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 the place of any absent or disqualified
member. The Board of Directors shall have the power at any time to fill
vacancies in to change the membership of and to dissolve any committee.

            Section 4.4 Telephone Meetings. Members of any committee designated
by the Board of Directors may participate in or hold a meeting by use of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4 shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.


                                      -9-
<PAGE>   11

            Section 4.5 Action Without Meeting. Any action required or permitted
to be taken at a meeting of any committee designated by the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the committee and filed with the
minutes of the committee proceedings. Such consent shall have the same force and
effect as a unanimous vote at a meeting.

                                   ARTICLE V

                                    Officers

            Section 5.1 Number and Title. The elected officers of the
Corporation shall be chosen by the Board of Directors and shall be a President,
a Vice President, a Secretary and a Treasurer. The Board of Directors may also
choose a Chairman of the Board, who must be a Board member of the Board of
Directors, and additional Vice Presidents, Assistant Secretaries and/or
Assistant Treasurers. One person may hold any two or more of these offices and
any one or more of the Vice Presidents may be designated as an Executive Vice
President or Senior Vice President.

            Section 5.2 Term of Office; Vacancies. So far as is practicable, all
elected officers shall be elected by the Board of Directors at the annual
meeting of the Board of Directors in each year, and except as otherwise provided
in this Article V, shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective successors are
elected and qualified or until their earlier resignation or removal. All
appointed officers shall hold office at the pleasure of the Board of Directors.
If any vacancy shall occur in any office, the Board of Directors may elect or
appoint a successor to fill such vacancy for the remainder of the term.

            Section 5.3 Removal of Elected Officers. Any elected officer may be
removed at any time, with or without cause, by affirmative vote of a majority of
the whole Board of Directors, at any regular meeting or at any special meeting
called for such purpose.

            Section 5.4 Resignations. Any officer may resign at any time upon
written notice of resignation to the President, Secretary or Board of Directors
of the Corporation. Any resignation shall be effective immediately unless a date
certain is specified for it to take effect, in which event it shall be effective
upon such date, and acceptance of any resignation shall not be necessary to make
it effective, irrespective of whether the resignation is tendered subject to
such acceptance.

            Section 5.5 The Chairman of the Board. The Chairman of the Board, if
one shall be elected, shall preside at all meetings of the Stockholders and
Board of Directors. In addition, the Chairman of the Board shall perform
whatever duties and shall exercise all powers that are given to him by the Board
of Directors.

            Section 5.6 President. The President shall be the chief executive
officer of the Corporation; shall (in the absence of the Chairman of the Board,
if one be elected) preside at meetings of the Stockholders and Board of
Directors; shall be ex officio a member of all standing committees; shall have
general and active management of business of the corporation; shall implement
the general directives, plans and policies formulated by the Board of


                                      -10-
<PAGE>   12

Directors; and shall further have such duties, responsibilities and authorities
as may be assigned to him by the Board of Directors. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these Bylaws, to some other
officer or agent of the Corporation. In the absence of the President, his duties
shall be performed and his authority may be exercised by a Vice President of the
Corporation as may have been designated by the President with the right reserved
to the Board of Directors to designate or supersede any designation so made.

            Section 5.7 Vice Presidents. Vice Presidents shall have such powers
and duties as may be assigned to them by these Bylaws and as may from time to
time be assigned to them by the Board of Directors and may sign, with any other
proper officer, certificates for shares of the Corporation.

            Section 5.8 Secretary. The Secretary, if available, shall attend all
meetings of the Board of Directors and all meetings of the Stockholders and
record the proceedings of the meetings in a book to be kept for that purpose and
shall perform like duties for any committee of the Board of Directors as shall
designate him to serve. He shall give, or cause to be given, notice of all
meetings of the Stockholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or the President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or any Assistant Secretary, or any other person whom
the Board of Directors may designate, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by his
signature or by the signature of any Assistant Secretary or by the signature of
such other person so affixing such seal.

            Section 5.9 Assistant Secretaries. Each Assistant Secretary shall
have the usual powers and duties pertaining to his office, together with such
other powers and duties as may be assigned to him by the Board of Directors, the
President or the Secretary. The Assistant Secretary or such other person as may
be designated by the President shall exercise the powers of the Secretary during
that officer's absence or inability to act.

            Section 5.10 Treasurer. The Treasurer shall have the custody of and
be responsible for the corporate funds and securities, shall keep full and
accurate accounts of receipts and disbursements in the books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation and he shall perform all other duties incident to the position of
Treasurer, or as may be prescribed by the Board of Directors or the President.
If required by the Board of Directors, he shall give the Corporation a bond in
such sum and with such surety or sureties as shall be


                                      -11-
<PAGE>   13

satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

            Section 5.11 Assistant Treasurers. Each Assistant Treasurer shall
have the usual powers and duties pertaining to his office, together with such
other powers and duties as may be assigned to him by the Board of Directors, the
President or the Treasurer. The Assistant Treasurer or such other person
designated by the President shall exercise the power of the Treasurer during
that officer's absence or inability to act.

            Section 5.12 Subordinate Officers. The Board of Directors may (i)
appoint such other subordinate officers and agents as it shall deem necessary
who shall hold their offices for such terms, have such authority and perform
such duties as the Board of Directors may from time to time determine, or (ii)
delegate to any committee or officer the power to appoint any such subordinate
officers or agents.

            Section 5.13 Salaries and Compensation. The salary or other
compensation of officers shall be fixed from time to time by the Board of
Directors. The Board of Directors may delegate to any committee or officer the
power to fix from time to time the salary or other compensation of subordinate
officers and agents appointed in accordance with the provisions of Section 5.12.

                                   ARTICLE VI

                                 Capital Stock

            Section 6.1 Certificates of Stock. Certificates of stock shall be
issued to each Stockholder certifying the number of shares owned by him in the
Corporation and shall be in a form not inconsistent with the Certificate of
Incorporation and as approved by the Board of Directors. The certificates shall
be signed by the Chairman of the Board, the President or a Vice President and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer and may be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures on the certificate may be a facsimile. 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.

            If the Corporation shall be authorized to issue more than one (1)
class of stock or more than one (1) series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided by statute, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent


                                      -12-
<PAGE>   14

such class or series of stock, a statement that the Corporation will furnish
without charge to each Stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

            Section 6.2 Lost Certificates. The Board of Directors may direct a
new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the owner of such certificate, or his legal
representative. When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the issuance
thereof, require the owner, or his legal representative, to give a bond in such
form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

            Section 6.3 Fixing Date for Determination of Stockholders of Record
for Certain Purposes. (a) 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 entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days prior to the date of payment of such
dividend or other distribution or allotment of such rights or the date when any
such rights in respect of any change, conversion or exchange of stock may be
exercised or the date of such other action. In such a case, only Stockholders of
record on the date so fixed shall be entitled to receive any such dividend or
other distribution or allotment of rights or to exercise such rights or for any
other purpose, as the case maybe, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

            (b) 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.

            Section 6.4 Dividends. Subject to the provisions of the
Corporation's Certificate of Incorporation, if any, and except as otherwise
provided by law, the directors may declare dividends upon the capital stock of
the Corporation as and when they deem it to be expedient. Such dividends may be
paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend there may be set apart out of the funds of the
Corporation available for dividends, such sum or sums as the directors from time
to time in their discretion think proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends, or for such other
purposes as the directors shall think conducive to the interests of the
Corporation and the directors may modify or abolish any such reserve in the
manner in which it was created.

            Section 6.5 Registered Stockholders. Except as expressly provided by
law, the Corporation's Certificate of Incorporation or these Bylaws, the
Corporation shall be entitled to treat registered Stockholders as the only
holders and owners in fact of the shares standing in their respective names and
the Corporation shall not be bound to


                                      -13-
<PAGE>   15

recognize any equitable or other claim to or interest in such shares on the
part of any other person, regardless of whether it shall have express or
other notice thereof.

            Section 6.6 Transfer of Stock. Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the registered owners thereof, or by their legal representatives or their duly
authorized attorneys. Upon any such transfers the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock transfer books and ledgers, by whom they shall be canceled and new
certificates shall thereupon be issued.

                                  ARTICLE VII

                                Indemnification

            Section 7.1 Indemnification of Directors and Officers. (a) 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 such
person is or was, at any time prior to or during which this Article VII is in
effect, a director, officer, employee or agent of the Corporation, or is or was,
at any time prior to or during which this Article VII is in effect, serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan against reasonable expenses (including attorneys' fees),
judgments, fines, penalties, amounts paid in settlement and other liabilities
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner 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 no
reasonable cause to believe that his 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 such 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.

            (b) 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 such person is or was, at any time prior to
or during which this Article VII is in effect, a director, officer, employee or
agent of the Corporation, or is or was, at any time prior to or during which
this Article VII is in effect, serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith an in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation;


                                      -14-
<PAGE>   16

provided, that no indemnification shall be made under this sub-section (b) 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
Delaware Court of Chancery, or other court of appropriate jurisdiction, 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 of such expenses which the Delaware Court of Chancery, or
other court of appropriate jurisdiction, shall deem proper.

            (c) Any indemnification under sub-sections (a) or (b) (unless
ordered by the Delaware Court of Chancery or other court of appropriate
jurisdiction) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of such person is proper
in the circumstances because he has met the applicable standard of conduct set
forth in sub-sections (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel, in written opinion, selected by the Board
of Directors, or (3) by the Stockholders. In the event a determination is made
under this sub-section (c) that the director, officer, employee or agent has met
the applicable standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.

            (d) Expenses incurred by a person who is or was a director or
officer of the Corporation in appearing at, participating in or defending any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Corporation at
reasonable intervals in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this Article VII.

            (e) It is the intention of the Corporation to indemnify the persons
referred to in this Article VI to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article VII is in effect. The indemnification
and advancement of expenses provided by this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be or become entitled under any law, the Certificate
of Incorporation, these Bylaws, agreement, the vote of Stockholders or
disinterested directors or otherwise, or under any policy or policies of
insurance purchased and maintained by the Corporation on behalf of any such
person, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

            (f) The indemnification provided by this Article VII shall be
subject to all valid and applicable laws, and, in the event this Article VII or
any of the provisions hereof or the indemnification contemplated hereby are


                                      -15-
<PAGE>   17

found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Article VII shall be regarded as modified
accordingly, and, as so modified, to continue in full force and effect.

                                  ARTICLE VIII

                            Miscellaneous Provisions

            Section 8.1 Corporate Seal. If one be adopted, the corporate seal
shall have inscribed thereon the name of the Corporation and shall be in such
form as may be approved by the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.

            Section 8.2 Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

            Section 8.3 Checks, Drafts, Notes. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
agent or agents of the Corporation, and in such manner as shall from time to
time be determined by resolution (whether general or special) of the Board of
Directors or may be prescribed by any officer or officers, or any officer and
agent jointly, thereunto duly authorized by the Board of Directors.

            Section 8.4 Notice and Waiver of Notice. Whenever notice is required
to be given to any director or Stockholder under the provisions of applicable
law, the Corporation's Certificate of Incorporation or these Bylaws, such notice
shall be in writing and delivered either (i) personally, or (ii) by registered
or certified mail, or (iii) by telegram, telecopy, or similar facsimile means
(delivered during the recipient's regular business hours). Such notice shall be
sent to such director or Stockholder at the address or telecopy number as it
appears on the records of the Corporation, unless prior to the sending of such
notice he has designated, in a written request to the Secretary of the
Corporation, another address or telecopy number to which notices are to be sent.
Notices shall be deemed given when received, if sent by telegram, telex,
telecopy or similar facsimile means (confirmation of such receipt by confirmed
facsimile transmission being deemed receipt of communications sent by telex,
telecopy or other facsimile means); and when delivered and receipted for (or
upon the date of attempted delivery where delivery is refused), if
hand-delivered, sent by express courier or delivery service, or sent by
certified or registered mail. Whenever notice is required to be given under any
provision of law, the Corporation's Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, by telegraph, cable or other form of
recorded communication, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special


                                      -16-
<PAGE>   18

meeting of the Stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice unless so required by the
Corporation's Certificate of Incorporation or these Bylaws.

            Section 8.5 Examination of Books and Records. The Board of Directors
shall determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Corporation (except
such as may by statute be specifically opened to inspection) or any of them
shall be open to inspection by the Stockholders, and the Stockholders' rights in
this respect are and shall be restricted and limited accordingly.

            Section 8.6 Voting Upon Shares Held by the Corporation. Unless
otherwise provided by law or by the Board of Directors, the Chairman of the
Board of Directors, if one shall be elected, or the President, if a Chairman of
the Board of Directors shall not be elected, acting on behalf of the
Corporation, shall have full power and authority to attend and to act and to
vote at any meeting of Stockholders of any corporation in which the Corporation
may hold stock and, at any such meeting, shall possess and may exercise any and
all of the rights and powers incident to the ownership of such stock which, as
the owner thereof, the Corporation might have possessed and exercised, if
present. The Board of Directors by resolution from time to time may confer like
powers upon any person or persons.

                                   ARTICLE IX

                                   Amendments

            Section 9.1 Amendment. Except as otherwise expressly provided in the
Certificate of Incorporation, the directors, by the affirmative vote of a
majority of the entire Board of Directors and without the assent or vote of the
Stockholders, may at any meeting, provided the substances of the proposed
amendment shall have been stated in the notice of the meeting, make, repeal,
alter, amend or rescind any of these Bylaws. The Stockholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than 80% of the total voting power of all shares of
stock of the Corporation entitled to vote in the election of directors,
considered for purposes of this Article XI as one class.

                                   ARTICLE X

                             Plan of Reorganization

            Section 10.1 Limitations Imposed by Plan and Certificate of
Incorporation. All acts and activities of the Corporation shall be in
furtherance of and consistent with the Corporation's Plan of Reorganization (the
"Plan") confirmed by order of the United States Bankruptcy Court for the
District of Delaware, Case No. 95-376 (Chapter 11) and the Corporation's
Certificate of Incorporation. In the event of any conflict between the
provisions of the Plan and the Bylaws of the Corporation, the Plan shall
control.


                                      -17-