
<PAGE>   1
                                                                     EXHIBIT 3.8


                                     BYLAWS

                                       OF

                            ADVANTAGE COMPANIES, INC.


                               ARTICLE I - OFFICES

         Section 1.1. Offices. The registered office of the Corporation shall be
as set forth in its Certificate of Incorporation until changed by the directors
as provided by law. The Corporation may also have such offices and places of
business, within or without the State of Delaware, as the Board of Directors may
determine from time to time or as the business of the Corporation may require.

                                ARTICLE II - SEAL

         Section 2.1. Seal. If the Board of Directors shall adopt a seal, the
corporate seal of the Corporation shall have inscribed thereon, in the outer
circle, the full name of the Corporation and the word "Delaware", with the words
"Corporate Seal" across the center thereof, an imprint of which seal shall then
appear on the margin hereof opposite this Section 2.1.

                      ARTICLE III - STOCKHOLDERS' MEETINGS

         Section 3.1. Place. Meetings of the stockholders may be held anywhere,
either within or without the State of Delaware, as may be determined from time
to time by the Board of Directors or the stockholders.

         Section 3.2. Date and Place of Annual Meeting. Unless otherwise
designated by the Board of Directors, the annual meeting of the stockholders
shall be held at the Corporation's registered office each year on June 9th.

         Section 3.3. Purpose of Annual Meeting. The purpose of the annual
meeting shall be to elect members of the Board of Directors and to transact such
other business, without limitation, as may properly come before the annual
meeting.

         Section 3.4. Election of Directors. The election of directors shall be
by cumulative voting, and if any stockholder so requests, such election shall be
by written ballot.

         Section 3.5. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the president, or by the directors
(either by written instrument signed by a majority or by resolution adopted by a
vote of the majority), and special meetings shall be called by the president or
the secretary whenever stockholders owning twenty-five percent (25%) of any
class of capital stock issued, outstanding, and entitled to vote at such meeting
so request in writing. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 3.6. Notice. Not less than ten nor more than 60 days before
every annual or special meeting of stockholders, written or printed notice
stating the time and place thereof and, if a special meeting, the purpose or
purposes for which such meeting is called, shall be served upon or mailed to



<PAGE>   2



each stockholder entitled to vote thereat, at the address of such stockholder as
it appears upon the books of the Corporation or, if such stockholder shall have
filed with the secretary of the Corporation a written request that notices be
mailed to some other address, then to the address designated in such request.

         Section 3.7. Quorum and Voting. The owners of a majority of the
Corporation's issued and outstanding common stock present in person or by
written proxy shall constitute a quorum. At any meeting of the stockholders,
whether regular or special, each stockholder shall be entitled to one (1) vote,
either in person or by written proxy, for each share of common stock registered
in his name on the books of the Corporation, subject, however, to the right of
the Board of Directors to fix a record date for the determination of
stockholders entitled to vote at any meeting in accordance with ARTICLE VII
hereof.

         Section 3.8. Waiver of Notice. Whenever written notice is required to
be given to the stockholders, written waiver thereof signed by any stockholder
entitled to such notice (whether, in the case of notice of a meeting, the
written waiver thereof is signed before or after the meeting) shall be in all
respects tantamount to notice. Attendance in person at any stockholders' meeting
shall for all purposes constitute waiver of notice thereof unless the
stockholder attends the meeting for the sole purpose of objecting to the
transaction of any business thereat because the meeting is not lawfully called
or convened and unless he voices his objections at the beginning of the meeting
and does not otherwise participate therein.

         Section 3. 9. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the stockholders may be taken without a
meeting if all stockholders entitled to vote thereat consent in writing to the
proposed action, and any action so taken without a meeting by the unanimous
written consent of all stockholders entitled to vote thereon shall have the same
effect as action taken at a stockholders' meeting by the unanimous vote of the
stockholders.

                             ARTICLE IV - DIRECTORS

         Section 4.1. Election and Terms; Board Vacancies. Directors shall be
elected by the stockholders at their annual meeting. Each director so elected
shall hold office until the next annual stockholders' meeting or until his
successor is elected and qualified, or until his earlier death, resignation, or
removal. Vacancies on the Board of Directors, however occurring, including, but
not limited to, vacancies arising from newly created directorships, may be
filled only by a majority of the remaining directors, or by the sole remaining
director, although less than a quorum; but if there is a complete vacancy upon
the Board with no remaining director, the vacancies may be filled by the
stockholders. Unless and until all Board vacancies are filled, any corporate
action taken or authorized by a majority of the remaining directors at a meeting
at which a quorum is present, or by the written consent of all remaining
directors who would constitute a quorum if acting at a meeting, shall be valid
and binding upon the Corporation, regardless of such unfilled vacancies.

         Section 4.2. Meetings of Directors. The directors shall meet at such
times and places, within or without the State of Delaware, as the Board may from
time to time determine. Any regular or special meeting of the Board may be
called by the president or by the secretary upon two days, notice, oral or
written, which notice, however, may be waived in writing by any director. The
annual

                                       -2-

<PAGE>   3



meeting of the Board of Directors shall be held immediately following the
stockholders' annual meeting and at the same place; provided, however, that said
meeting may be held on such other day, and at such other hour and at such other
place, as may be determined by the written consent of all directors, or, in the
absence of such consent, as may be designated in written notice sent by the
president or by the secretary to each director at least two (2) days prior to
the date specified in said notice, but the annual directors, meeting shall, in
any event, be held within ninety (90) days after the annual meeting of the
stockholders in each year if so demanded in writing by any director.

         Section 4.3. Quorum. A majority of the total number of the Board of
Directors shall constitute a quorum for the transaction of business, but a
lesser number may adjourn any meeting from time to time and the meeting may be
held as adjourned without further notice; provided, however, that during any
period in which there are one or more unfilled vacancies upon the Board, the
remaining directors, although less than a majority of the total number of Board
members, shall constitute a quorum for the transaction of business unless and
until such vacancies are filled if, but only if, such remaining directors
constitute at least one-third (1/3) of the total number of directors.

         Section 4.4. Waiver of Notice. Whenever written notice is required to
be given to the members of the Board of Directors, written waiver thereof signed
by a director (whether, in the case of notice of a meeting, the written waiver
is signed before or after the meeting) shall be in all respects tantamount to
notice. Attendance in person at any directors' meeting shall for all purposes
constitute waiver of notice thereof unless the director attends the meeting for
the sole purpose of objecting to the transaction of any business thereat because
the meeting is not lawfully called or convened and unless he voices his
objections at the beginning of the meeting and does not otherwise participate
therein.

         Section 4.5. Meeting by Conference Telephone. Any meeting of the Board
of Directors may be held by conference telephone or similar communications
equipment by means of which all directors participating in the meeting can hear
each other simultaneously. Participating in any meeting so conducted shall
constitute presence at the meeting in person by all directors participating
therein.

         Section 4.6. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board of Directors consent in writing to the
proposed action and if such written consent is filed in the Corporation's
official minute book containing the minutes of all meetings and proceedings of
the Board of Directors. Any action so taken with the unanimous written consent
of all members of the Board of Directors shall have the same force and effect as
action taken at a meeting of the Board of Directors by the unanimous vote of all
Board members.

                              ARTICLE V - OFFICERS

         Section 5.1. Officers and Election Thereof. The officers of the
Corporation shall be a president, a secretary, a treasurer, and such other
officers and assistant officers, including, but not limited to, one or more
vice-presidents, as the Board of Directors may from time to time deem necessary
or advisable. Any number offices may be held by the same person. All officers
shall be

                                       -3-

<PAGE>   4



elected by the Board of Directors at its annual meeting, and the Board of
Directors shall also be empowered to fill all vacancies in office.

         Section 5.2. Term; Removal and Resignation. Each officer of the
Corporation shall hold office until the next annual meeting of the Board of
Directors and until his successor is elected and qualified, or until his earlier
death, resignation, or removal; provided, however, that any officer elected by
the Board of Directors may at any time, with or without cause, be removed by the
affirmative vote of a majority of the total number of the Board. Any officer may
resign by written notice to the Corporation.

                               ARTICLE VI - STOCK

         Section 6.1. Stock Certificates. The certificates for shares of the
Corporation's capital stock shall be in such form as shall be determined from
time to time by the Board of Directors. Each stock certificate shall have
plainly stated on its face: the name of the Corporation, its state of
incorporation, the name of the registered holder of such certificate, and the
number and par value of the shares represented thereby, and any other matters
required by law. Each certificate of stock shall be signed by the chairman of
the Board of Directors, if any, or the president or a vice-president and by the
secretary or assistant secretary or the treasurer or assistant treasurer. A
record shall be maintained by the Corporation of the issuance and transfer of
all shares of the Corporation's stock. Unless and until a transfer agent or
registrar is designated by the Board of Directors, the issuance and the
registration of transfers of stock shall be performed by the corporate officers.
Each stock certificate shall also have conspicuously noted thereon any
restriction on transfer contained in the Corporation's Certificate of
Incorporation, or otherwise applicable to such certificate.

         Section 6.2. Registration of Transfer. Registration of stock transfers
shall be made only upon the books of the Corporation upon due presentment to the
Corporation of a stock certificate for registration of transfer of the shares
evidenced thereby, accompanied by the written assignment thereof by the person
in whose name the stock is registered or by his or her duly constituted
attorney-in-fact. Prior to presentment for registration of transfer as
aforesaid, the Corporation may, at its option, treat the registered owner of any
shares of its stock as the owner-in-fact of such shares and as the person
exclusively entitled to exercise and enjoy all rights, powers, and privileges of
the owner thereof.

                            ARTICLE VII - RECORD DATE

         Section 7.1. Fixing Record Date for Determining Stockholders' Rights.
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, or to
express consent to corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment of any rights or
warrants, or to exercise any rights in respect of any change, conversion, or
exchange of stock, or to participate in any other lawful corporate action, the
Board of Directors may fix, in advance, a record date as of which such
determination shall be made, which record date shall be not more than sixty (60)
or less than ten (10) days prior to the date of any such consent, action,
transaction, or event.


                                       -4-

<PAGE>   5


                           ARTICLE VIII - FISCAL YEAR

         Section 8. 1. Fiscal Year. The fiscal year of the Corporation shall be
fixed and may be changed from time to time by the Board of Directors.

                          ARTICLE IX - INDEMNIFICATION

         Section 9.1. Indemnification. The Corporation shall indemnify any
person, his heirs, estate, and personal representative, against all expense,
liability, costs, judgments, and claims whatsoever incurred or sustained by any
such person by reason of the fact that he is or was an officer or director of
this Corporation to the maximum extent permitted by law, and the Board of
Directors may, but shall not be required to, purchase liability insurance.

                             ARTICLE X - AMENDMENTS

         Section 10.1. Amendments. These Bylaws may be amended or repealed by
the stockholders and, as well, by the Board of Directors, but the authority of
the Board of Directors to amend or repeal these Bylaws shall at all times be
subject to the superior authority of the stockholders.

         ADOPTED by the Sole Incorporator as of the _______ day of October,
1994.




                               -------------------------------------------------
                               Larry G. Rapp, Sole Incorporator





                                       -5-

