<PAGE>   1
                                                                      EXHIBIT 3




C&S 510 (11/97)


  MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION,
SECURITIES & LAND DEVELOPMENT BUREAU

                                                           (FOR BUREAU USE ONLY)
      Date Received

      January 26, 1998                                            FILED
                                                              January 26, 1998
  Name                                                          Administrator
  Warren Cameron Faust & Asciutto, P.C.                MI DEPARTMENT OF CONSUMER
  Address                                                  & INDUSTRY SERVICES
                                                        CORPORATION, SECURITIES 
  P.O. Box 26067                                       & LAND DEVELOPMENT BUREAU
      
  City               State             Zip
  Lansing             MI              48909                    EFFECTIVE DATE:

 Document will be returned to the name and address you enter above

                       RESTATED ARTICLES OF INCORPORATION
                    For use by Domestic Profit Corporations
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

  1.   The present name of the corporation is:  Maxco, Inc.


  2.   The identification number assigned by the Bureau is: 026-970


  3.   All former names of the corporation are:  Planet Corporation
                                                 Michigan Planet Corporation

  4.   The date of filing the original Article of Incorporation was: April 2,
       1946 


         The following Restated Articles of Incorporation supersede the
         Articles of Incorporation as amended and shall be the Articles of
         Incorporation for the corporation:

ARTICLE I

  The name of the corporation is:  Maxco, Inc.


ARTICLE II

  The purpose or purposes for which the corporation is formed are:

  See Attachment.
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ARTICLE III

 The total authorized shares:

    Common shares 10,000,000                           Preferred shares 100,000
                  __________                                            ________

          A statement of all or any of the relative rights, preferences and
          limitations of the shares of each class is as follows:
           See Attachment.



ARTICLE IV

  1.   The address of the current registered office is:

       1118 Centennial Way        Lansing              MICHIGAN    48917
       (Street Address)           (City)               (State)  (Zip Code) 
 
  2.   The mailing address of the current registered office, if different than
       above:

       P.O. Box 80737             Lansing              MICHIGAN     48908
       (Street Address)           (City)               (State)   (Zip Code)

  3.   The name of the current resident agent is: Max A. Coon


ARTICLE V (OPTIONAL.  DELETE IF NOT APPLICABLE.)

  When a compromise or arrangement or a plan of reorganization of this
  corporation is proposed between this corporation and its creditors or any
  class of them or between this corporation and its shareholders or any class
  of them, a court of equity jurisdiction within the state, on application of
  this corporation or of a creditor or shareholder thereof, or on application
  of a receiver appointed for the corporation, may order a meeting of the
  creditors or class of creditors or of the shareholders or class of
  shareholders to be affected by the proposed compromise or arrangement or
  reorganization, to be summoned in such manner as the court directs.  If a
  majority in number representing 3/4 in value of the creditors or class of
  creditors, or of the shareholders or class of shareholders to be affected by
  the proposed compromise or arrangement or a reorganization, agree to a
  compromise or arrangement or a reorganization of this corporation as a
  consequence of the compromise or arrangement, the compromise or arrangement
  and the reorganization, if sanctioned by the court to which the application
  has been made, shall be binding on all the creditors or class of creditors,
  or on all the shareholders or class of shareholders and also on this
  corporation.

ARTICLE VI (OPTIONAL.  DELETE IF NOT APPLICABLE.)

  To the full extent that the laws of the State of Michigan, as they exist on
  the date hereof or as they may hereafter be amended, permit the limitations
  or elimination of the liability of Directors, no Directors of the Corporation
  shall be personally liable to the Corporation or its stockholders for damages
  for breach of any duty owed to the Corporation or its stockholders.  Neither
  the amendment or repeal of this Article nor the adoption of any provisions of
  the Articles of Incorporation which is inconsistent with this Article shall
  apply to or have any effect on the liability or alleged liability of any
  Director of the Corporation for or with respect to any act or omission of
  such Director occurring prior to such amendment, repeal or adoption.

  In the event a law or statute is adopted in the future which allows the
  limitation or elimination of the liability of Officers of the Corporation,
  the provisions of such law or statute shall be incorporated herein without
  the necessity for further action by the shareholders.
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5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b).  DO NOT COMPLETE BOTH.

   a. ___  These Restated Articles of Incorporation were duly adopted on the
          ___________ day of _________________, 19____, in accordance with the
          provisions of Section 642 of the Act by the unanimous consent of the
          incorporator(s) before the first meeting of the Board of Directors.

          Signed this _____________ day of__________________, 19 ______________


          ____________________________     ___________________________


          ____________________________     ___________________________
     (Signatures of Incorporators; Type or Print Name Under Each Signature)


   b. X    These Restated Articles of Incorporation were duly adopted on 9th
     ___   day of January, 1998, in accordance with the provisions of Section
           642 of the Act and: (check one of the following)

          X   were duly adopted by the Board of Directors without a vote of the
         ___  shareholders.  These Restated Articles of Incorporation only
              restate and integrate and do not further amend the provisions of
              the Articles of Incorporation as heretofore amended and there is
              no material discrepancy between those provisions and the
              provisions of these Restated Articles.

          __  were duly adopted by the shareholders.  The necessary number of
              shares as required by statute were voted in favor of these
              Restated Articles.

          __  were duly adopted by the written consent of the shareholders
              having not less than the minimum number of votes required by
              statute in accordance with Section 407(1) of the Act.  Written
              notice to shareholders who have not consented in writing has been
              given.  (Note:  Written consent by less than all of the
              shareholders is permitted only if such provision appears in the
              Articles of Incorporation.)

          __  were duly adopted by the written consent of all the shareholders
              entitled to vote in accordance with Section 407(2) of the Act.



                         Signed this 23rd    day of January, 1998
                               
                             /s/ J. Michael Warren
                         By: __________________________________________________
                             (Signature of an authorized officer or agent)


                         J. Michael Warren, Assistant Secretary
                         ______________________________________________________
                          (Type or Print Name)        (Type or Print Title)

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                                  Maxco, Inc.
                                   Article II

         The purpose or purposes for which the corporation is formed are as
follows:

         To purchase, own and hold the stock of other corporations; to direct
the operation of other corporations through the ownership of stock therein; to
promote, lend money to, and guaranty the notes, evidence of indebtedness,
contracts and other obligations of and otherwise aid in any matter which shall
be lawful in any corporation or association in which the corporation shall have
an interest;

         To engage in the business of general contracting and construction;

         To manufacture, design, machine, buy, sell, lease, trade and deal in
all kinds of personal property, including, but not limited to, conveyors and
all types of steel and special alloys; and to fabricate, erect, repair and
service conveyers and all kinds of conveying equipment for industrial or any
other use.

         To buy, sell, produce, manufacture and dispose of all kinds of goods,
wares, merchandise, commodities, machinery, supplies and products, and
generally to engage in and conduct any form of manufacturing or mercantile
enterprise not contrary to law;

         To invest in real estate and to lease real estate and equipment owned
or leased by the corporation;

         To carry on and conduct a general agency business, to act, and to
appoint others to act, as general agent, special agent, broker, factor,
manufacturer's agent, purchasing agent, sales agent, distributing agent,
franchisee, representative and commission merchant, for individuals, firms,
associations, and corporations in the distribution, delivery, purchase and sale
of goods, wares, merchandise, property, commodities, and articles of commerce
of every kind and description, and in selling, promoting the sale of,
advertising, and introducing, and contracting for the sale, introduction,
advertisement, and use of, services of all kinds, relating to any kind and all
kinds of businesses, for any and all purposes;

         To lease, buy, sell, use, mortgage, improve and otherwise handle, deal
in, and dispose of all property, real and personal, including stock and stock
rights, as may be necessary or convenient in connection with the aforesaid
business of the company;

         and in general to carry on any business in connection there with and
incident thereto not forbidden by the laws of the State of Michigan, and with
all the powers conferred upon corporations by the laws of the State of
Michigan.

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                                  Maxco, Inc.
                                  Article III

         (a)        Each share of common stock shall have one vote.

         (b)        No holder of any shares of stock of the Corporation of any
class now or hereafter authorized shall have any preemptive right to purchase,
subscribe for or otherwise acquire any share of any class of stock of the
Corporation or any security exchangeable or convertible into any share of any
class of stock of the Corporation, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise acquire
any share of any class of stock of the Corporation.

         (c)        Shares of preferred stock may be issued from time to time
in one or more series, each such series to have such distinctive designation or
title and to include such number of shares as may be fixed and determined by
the Board of Directors prior to the issuance of any shares thereof.  Each such
series may differ from every other series already outstanding, as may be
determined from time to time by the Board of Directors prior to issuance of any
shares thereof, in any or all of the following respects:

                 (i)        The rate of dividend which the preferred stock of
         any such series hall be entitled to receive and whether such series
         shall be entitled to receive a dividend and whether such dividend
         shall be cumulative or non-cumulative;

                 (ii)        The amount per share which the preferred stock of
         any such series shall be entitled to receive in case of the redemption
         thereof or in case of a voluntary liquidation or sale of assets,
         dissolution or winding up of the Corporation, or in case of the
         involuntary liquidation, distribution or sale of assets, dissolution
         or winding up of the Corporation;

                 (iii)        The relative rights, if any, of the holders of
         preferred stock of any such series to vote the same, and the extent,
         terms and conditions of such voting rights;

                 (iv)        The right, if any, of the holders of preferred
         stock of any such series to convert the same into other classes of
         stock, and the terms and conditions of such conversion; and

                 (v)        The terms of the sinking fund or redemption of
         purchase account, if any, to be provided for the preferred stock of
         any such series.

         The description and terms of the preferred stock of each series shall
be fixed and determined by the Board of Directors by appropriate resolution or
resolutions at or prior to the time of the authorization of the issue of the
original shares of each such series, shall be summarized in the certificates
therefor, and a Certificate containing the resolution of the Board establishing
and designating the series and prescribing the relative rights and preferences
thereof shall be filed with the Corporations and Securities Bureau, Michigan
Department of Commerce, and when filed shall constitute an amendment to the
Articles of Incorporation.  All shares of preferred stock shall be of 
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Maxco, Inc. Article III Page 2
        
equal rank, and shall be identical in all respects except in respect of the
particulars that may be fixed by the Board of Directors as hereinabove in this
Article III provided.


I.       Series Three Preferred Stock.  Series Three Preferred Stock of Maxco,
         Inc. shall be  15,200 shares with a face value of Sixty Dollars
         ($60.00) per shares.

         A.      Dividends.  The Corporation shall pay a Dividend upon such
                 Series Three Preferred Stock as follows:

                 1.       Such Dividend shall be equal to 10% per annum of the
                          face value of each share.

                 2.       The Corporation shall be obligated to declare a
                          Dividend each and every quarter if it shall then be
                          legally entitled to do so.

                 3.       If the Dividend set forth herein is not paid and if
                          such Dividend did not, under the circumstances, have
                          to be paid, then such Dividend shall be payable in
                          the next period when such Dividend legally can be
                          made.

                 4.       Should the surplus of said Corporation prior to any
                          Dividend Day be insufficient to pay the Dividend on
                          the Series Three Preferred Shares, such Dividend
                          shall be payable from future surplus, but without
                          interest, and no Dividend shall at any time be paid
                          on the Common Shares until the full amount of 10% per
                          annum up to such time and for the then current fiscal
                          year upon all of the Preferred Shares issued shall
                          have been paid or set apart.

         B.      Voting.  Holders of the Series Three Preferred Stock shall be
                 entitled to 20 votes for each share of Series Three Preferred
                 Stock held.

         C.      Conversion.  The Series Three Preferred Stock is a non-
                 convertible series.

         D.      Call.  The Series Three Preferred Stock is not callable for
                 two years from the date of issuance.  The Series Three
                 Preferred Stock is callable beginning the 3rd year as follows:

                 YEAR                            PRICE

                 Three                         105%
                 Four                          104%
                 Five                          103%
                 Six                           102%
                 
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Maxco, Inc.
Article III
Page 3


                 Seven                         101%
                 Thereafter                    100%


II.      Series Four Preferred Stock.  Series Four Preferred Stock of Maxco,
Inc. shall be 50,000 shares with a face value of $51.50 per share.

         A.      Dividends.  The Corporation shall pay a Dividend upon such
Series Four Preferred Stock as follows:

                 1.       Such Dividend shall be equal to 10% per annum of the
                          face value of each share.

                 2.       The Corporation shall be obligated to declare a
                          Dividend each and every quarter if it shall then be
                          legally entitled to do so.

                 3.       If the Dividend set forth herein is not paid and if
                          such Dividend did not, under the circumstances, have
                          to be paid, then such Dividend shall be payable in
                          the next period when such Dividend legally can be
                          made.

                 4.       Should the surplus of said Corporation prior to any
                          Dividend Day be insufficient to pay the Dividend on
                          the Series Four Preferred Shares, such Dividend shall
                          be payable from future surplus, but without interest,
                          and no Dividend shall at any time be paid on the
                          Common Shares until the full amount of 10% per annum
                          up to such time and for the then current fiscal year
                          upon all of the Preferred Shares issued shall have
                          been paid or set apart.

         B.      Redemption.  The Series Four preferred Shares are redeemable
                 at any time after the third anniversary of their issuance in
                 whole or in part, at the Company's option, at 100% of
                 principal amount plus a declining premium amount which shall
                 be equal to 5% until the fourth anniversary of issuance and
                 shall decline 1% annually thereafter to zero following the
                 eighth anniversary, and plus any accumulated and unpaid
                 Dividends to the date of redemption.

                 Notice of the election of the Corporation to redeem all or a
                 portion of the Series Four Preferred Stock shall be given by
                 the Corporation by mailing a copy of such notice, not less
                 than 30 nor more than 90 days prior to the date designated
                 therein as the date for such redemption, to the holders of
                 record of the Series Four Preferred Stock to be redeemed,
                 addressed to them at their respective address appearing on the
                 books of the Corporation.
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Maxco, Inc.
Article III
Page 4





         C.      Voting.  The Series Four Preferred Shares are nonvoting;
                 provided however if accrued but unpaid dividends on the Series
                 Four Preferred Shares are in arrears for six consecutive
                 fiscal quarters of the Company, the holders shall have the
                 right to elect as a class, one member of the Board of
                 Directors of the Corporation.  Also, the consent of the
                 holders of two-thirds of the Series Four Preferred Stock will
                 be required to create or authorize any series of stock ranking
                 prior in liquidation to the Series Four Preferred Stock, or to
                 change any of the express terms of the Series Four Preferred
                 Stock in a manner prejudicial to the holders thereof.

         D.      Liquidation.  In any event of dissolution of the Corporation,
                 the holders of Series Four Preferred Stock shall be entitled
                 to receive the face value of their shares, together with
                 accumulated dividends thereon to the date of payment, before
                 holders of the Common Shares shall be entitled to receive
                 anything thereon.  Thereafter, the Series Four Preferred Stock
                 shall not be entitled to share in the assets of the
                 Corporation.

III.     Series Five Preferred Stock.  Series Five Preferred Stock of Maxco,
         Inc. shall be 34,000 shares with a face value of $120.00 per share.

         A.      Dividends.  The Corporation shall pay a Dividend upon such
                 Series Five Preferred Stock as follows:

                 1.       Such Dividend shall be equal to 10% per annum of the
                          face value of each share.

                 2.       The Corporation shall be obligated to declare a
                          Dividend each and every quarter if it shall then be
                          legally entitled to do so.

                 3.       If the Dividend set forth herein is not paid and if
                          such Dividend did not, under the circumstances, have
                          to be paid, then such Dividend shall be payable in
                          the next period when such Dividend legally can be
                          made.

                 4.       Should the surplus of said Corporation prior to any
                          Dividend Day be insufficient to pay the Dividend on
                          the Series Five Preferred Shares, such Dividend shall
                          be payable from future surplus, but without interest,
                          and no Dividend shall at any time be paid on the
                          Common Shares until the full amount of 10% per annum
                          up to such time and for the then current fiscal year
                          upon all of the Preferred Shares issued shall have
                          been paid or set apart.
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Maxco, Inc.
Article III
Page 5





         B.      Redemption.  The Series Five preferred Shares are redeemable
                 at any time after the third anniversary of their issuance in
                 whole or in part, at the Company's option, at 100% of
                 principal amount plus a declining premium amount which shall
                 be equal to 5% until the fourth anniversary of issuance and
                 shall decline 1% annually thereafter to zero following the
                 eighth anniversary, and plus any accumulated and unpaid
                 Dividends to the date of redemption.

                 Notice of the election of the Corporation to redeem all or a
                 portion of the Series Five Preferred Stock shall be given by
                 the Corporation by mailing a copy of such notice, not less
                 than 30 nor more than 90 days prior to the date designated
                 therein as the date for such redemption, to the holders of
                 record of the Series Five Preferred Stock to be redeemed,
                 addressed to them at their respective address appearing on the
                 books of the Corporation.

         C.      Voting.  The Series Five Preferred Shares are nonvoting;
                 provided however if accrued but unpaid dividends on the Series
                 Five Preferred Shares are in arrears for six consecutive
                 fiscal quarters of the Company, the holders shall have the
                 right to elect as a class, one member of the Board of
                 Directors of the Corporation.  Also, the consent of the
                 holders of two-thirds of the Series Five Preferred Stock will
                 be required to create or authorize any series of stock ranking
                 prior in liquidation to the Series Five Preferred Stock, or to
                 change any of the express terms of the Series Five Preferred
                 Stock in a manner prejudicial to the holders thereof.

         D.      Liquidation.  In any event of dissolution of the Corporation,
                 the holders of Series Five Preferred Stock shall be entitled
                 to receive the face value of their shares, together with
                 accumulated dividends thereon to the date of payment, before
                 holders of the Common Shares shall be entitled to receive
                 anything thereon.  Thereafter, the Series Five Preferred Stock
                 shall not be entitled to share in the assets of the
                 Corporation.