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                                    BY-LAWS                       EXHIBIT 3.3
                                      OF
                                   CALMAT CO.


                                   ARTICLE I

                                    OFFICES


         Section 1.  REGISTERED OFFICE.  The registered office shall be at the
office of the United States Corporation Company, at 306 South State Street, in
the City of Dover, in the County of Kent, State of Delaware.

         Section 2.  OTHER OFFICES.  The corporation may also have an office in
the City of Los Angeles, State of California and 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

                            MEETINGS OF STOCKHOLDERS

         Section 1.  PLACE OF MEETINGS.  All meetings of the stockholders shall
be held in the City of Los Angeles, State of California, at such place as may
be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.

         Section 2.  ANNUAL MEETING OF STOCKHOLDERS.  An annual meeting of
stockholders shall be held on the fourth Wednesday in April in each year, if
not a legal holiday, and if a legal holiday, then on the next legal business
day following, at 10:00 a.m., or at such
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other date and time as may be determined from time to time by resolution
adopted by the Board of Directors.  At each annual meeting, directors shall be
elected and any other proper business may be transacted.

         Section 3.  QUORUM, ADJOURNED MEETINGS AND NOTICE THEREOF.  A majority
of the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
By-Laws.  A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum, and the votes present may continue to
transact business until adjournment.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At 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 notified.  If the
adjournment is for more than thirty 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 thereat.

         Section 4.  VOTING.  When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these By-Laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.





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         Section 5.  PROXIES.  At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize
another person or persons to act for him by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period.  All proxies must be filed with the Secretary of the corporation at the
beginning of each meeting in order to be counted in any vote at the meeting.
Except as provided by the Certificate of Incorporation and these By-Laws, each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation on the record date set
by the Board of Directors as provided in Article V, Section 6 hereof.  At all
elections of directors of this corporation, each holder of Common Stock of this
corporation shall be entitled to as many votes as shall equal the number of
votes which, except for this Section 5, he would be entitled to cast for the
election of directors with respect to his shares of Common Stock multiplied by
the number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit.  All elections shall be had and all
questions decided by a plurality vote.

         Section 6.  SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President or the Secretary and shall be called by the Chairman of the Board or
the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority of the entire capital stock of the corporation issued and outstanding,
and entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.





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Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

         Section 7.  NOTICE OF STOCKHOLDER'S MEETINGS.  Whenever stockholders
are required or permitted to take any action at a meeting, a written notice of
the meeting shall be given.  Such notice shall state the place, date and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called.  The written notice of a meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting, except that written
notice of any special meeting shall be given to each stockholder entitled to
vote at such meeting not less than two weeks before the date of the meeting.
If mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

         Section 8.  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.  The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.





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                                  ARTICLE III

                                   DIRECTORS

         Section 1.  NUMBER AND QUALIFICATION OF DIRECTORS.  The number of
directors which shall constitute the whole Board shall be not less than eleven
nor more than fifteen, the exact number to be determined by the Board.  The
directors need not be stockholders.  The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified or until the earlier of his death, resignation,
retirement or removal.  No person over the age of 70 years shall be nominated
or elected a director, directors shall not stand for re-election upon
attainment of age 70, except those over the age of 70 years and serving as
directors at the time of adoption of this By-Law amendment.

         Section 2.  VACANCIES.  Vacancies on the Board of Directors by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
The director so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

         Section 3.  POWERS.  The property and business of the corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these By-Laws expressly conferred
upon them, the Board may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the





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Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

         Section 4.  PLACE OF DIRECTORS' MEETING.  The directors may hold their
meetings and have one or more offices, and keep the books of the corporation
outside of the State of Delaware.

         Section 5.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice on the fourth Tuesday of each month at
10:00 o'clock a.m., at 3200 San Fernando Road, Los Angeles, California, or at
such time and place as shall from time to time be determined by the Board.

         Section 6.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on
forty-eight hours' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the Chairman of the Board or the
President or the Secretary in like manner and on like notice on the written
request of a majority of the directors unless the Board consists of only one
director, in which case special meetings shall be called by the President or
Secretary in like manner or on like notice on the written request of the sole
director.

         Section 7.  QUORUM.  At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the vote
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 statute, by the Certificate of Incorporation or by
these By-Laws.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at





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the meeting, until a quorum shall be present.  If only one director is
authorized, such sole director shall constitute a quorum.

         Section 8.  ACTION WITHOUT MEETING.  Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, 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
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee.

         Section 9.  TELEPHONE CONFERENCES.  Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

         Section 10.  COMMITTEES OF DIRECTORS.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the





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resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except as permitted by Section 141 of the
Delaware General Corporation Law and as authorized by resolution), adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the By-Laws of the
corporation; and, unless the resolution or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger.

         Section 11.  MINUTES OF COMMITTEE MEETINGS.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

         Section 12.  COMPENSATION OF DIRECTORS.  Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, the Board of Directors
shall have the authority to fix the compensation of directors.  The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director.  No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.





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                                   ARTICLE IV

                                    OFFICERS

         Section 1.  OFFICERS.  The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board, a
President, a Vice-President, a Secretary and a Treasurer.  The corporation may
also have, at the discretion of the Board of Directors, such other officers as
are desired, including a Vice-Chairman of the Board, additional
Vice-Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.  In the event there are two or more Vice Presidents, then one or
more may be designated as Executive Vice President, Senior Vice-President or
other similar or dissimilar title.  At the time of the election of officers,
the directors may by resolution determine the order of their rank.  All
officers shall hold office at the pleasure of the Board of Directors.  No
officer except the President and the Chairman of the Board need be members of
the Board of Directors.  Any number of offices may be held by the same person.

         Section 2.  ELECTION OF OFFICERS.  The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

         Section 3.  SUBORDINATE OFFICERS.  The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

         Section 4.  COMPENSATION OF OFFICERS.  The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.

         Section 5.  TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead.  Any





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officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors.  If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.

         Section 6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall be Chairman of the
Executive and Long-Range Planning Committee.  He shall be ex officio a member
of all other committees, and shall exercise and perform such other powers and
duties as may be prescribed by the Board of Directors or these By-Laws.

         Section 7.  PRESIDENT.  The President shall be the Chief Executive
Officer of the Corporation.  As such he shall, subject to the general control
of the Board of Directors, have general supervision, direction, and control of
the business and offices of the corporation.  He shall preside at all meetings
of stockholders and, in the absence of the Chairman of the Board, at all
meetings of the Board of Directors.  He shall be ex officio a member of all
committees and shall have the general powers and duties of management usually
vested in the office of the Chief Executive Officer, together with such other
powers and duties as may be prescribed by the Board of Directors or these
By-laws.

         Section 8.  VICE-CHAIRMAN OF THE BOARD.  The Vice-Chairman of the
Board shall, in the absence of the Chairman of the Board and of the President,
preside at meetings of the stockholders and of the Board of Directors, and
shall have such other powers and duties as may be prescribed by the Board of
Directors.

         Section 9.  VICE-PRESIDENTS.  In the absence of the President, the
Vice-Presidents in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice-President designated by the Board of Directors, shall
perform all the duties of the President





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except those specifically assigned to the Vice-Chairman by the Board of
Directors or these By-Laws, and when so acting shall have all the powers of and
be subject to all the restrictions upon the President.  The Vice-Presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.

         Section 10.  SECRETARY.  The Secretary shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose;
and shall perform like duties for the standing committees when required by the
Board of Directors.  He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
By-laws.  He shall keep in safe custody the seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring it, and
when so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary.  The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing
by his signature.

         Section 11.  ASSISTANT SECRETARY.  The Assistant Secretary or, if
there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

         Section 12.  TREASURER.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in





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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.

         Section 13.  ASSISTANT TREASURER.  The Assistant Treasurer or, if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



                                   ARTICLE V

                             CERTIFICATES OF STOCK

         Section 1.  CERTIFICATES AND UNCERTIFICATED STOCK.  The shares of the
corporation shall be represented by certificates, provided that the Board of
Directors of the corporation may provide by resolution or resolutions that some
or all of any or all classes or series of its stock shall be uncertificated
shares.  Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the corporation by the Chairman of the Board or Vice-Chairman of
the Board of Directors, or the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of such corporation representing the number of shares registered in certificate
form.  Except as otherwise





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expressly provided by law, the rights and obligations of the holders of
uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be identical.

         Section 2.  SIGNATURES ON CERTIFICATES.  Any or all 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 is he were such officer, transfer agent or registrar at the date
of issue.

         Section 3.  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If
the corporation shall be authorized to issue more than one class of stock or
more than one 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 qualification, 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 in
Section 202 of the General Corporation Law of Delaware, 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 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.

         Within a reasonable time after the issuance or transfer of 
uncertificated stock, the





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corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to this Section 3 or Sections 156, 202(a) or 218(a) of the General
Corporation Law of Delaware, or 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 4.  LOST CERTIFICATES.  The Board of Directors may direct a
new certificate of stock or uncertificated shares 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 person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate of stock or uncertificated shares,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate of stock, or his legal representative, to give the corporation a
bond in such sum sufficient to indemnify the corporation against any claim that
may be made against the corporation on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or
uncertificated shares.

         Section 5.  TRANSFER OF STOCK.  Upon surrender to the corporation, or
the transfer agent of the corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         Section 6.  FIXING RECORD DATE.  In order that the corporation may 
determine





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the stockholders entitled to notice of or to vote any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty (60) days prior to any other
action.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 7.  REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.



                                   ARTICLE VI

                               GENERAL PROVISIONS

         Sections 1.  DIVIDENDS.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.





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         Section 2.  PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES.  Before payment
of any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve.

         Section 3.  CHECKS.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

         Section 4.  FISCAL YEAR.  The fiscal year of the corporation shall be
the calendar year unless otherwise fixed by resolution of the Board of
Directors.

         Section 5.  CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         Section 6.  MANNER OF GIVING NOTICE.  Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these By-Laws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail.  Notice to directors may also be given by telegram.





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         Section 7.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

         Section 8.  ANNUAL STATEMENT.  The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full clear statement of the business and
condition of the corporation.



                                  ARTICLE VII

                                INDEMNIFICATION

         Section 1.  RIGHT OF INDEMNIFICATION.  To the maximum extent permitted
by the General Corporation Law of Delaware, the corporation shall indemnify
each director and officer and may indemnify each employee or agent of the
corporation against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any action, suit or
proceeding arising by reason of the fact that any such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

         Section 2.  ADVANCE OF COSTS.  Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the corporation





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as authorized in this Article.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.  The Board of Directors may, in the manner set
forth above, and upon approval of such director, officer, employee or agent of
the corporation, authorize the corporation's counsel to represent such person,
in any action, suit or proceeding, whether or not the corporation is a party to
such action, suit or proceeding.

         Section 3.  PROCEDURE FOR INDEMNIFICATION.  Any indemnification or
advance of expenses hereunder shall be made promptly, and in any event within
sixty (60) days, upon the written request of the director or officer.  The
right to indemnification or advances as granted by this Article shall be
enforceable by the director or officer in any court of competent jurisdiction,
if the corporation denies such request, in whole or in part, or if no
disposition thereof is made within sixty (60) days.  The director's or
officer's expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be
indemnified by the corporation.  It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of expenses
where the required undertaking, if any, has been received by the corporation)
that the claimant has not met the standard of conduct required by law, but the
failure of the corporation (including its Board of Directors, its independent
legal counsel, and its stockholders) to have made a determination as to whether
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

         Section 4.  OTHER RIGHTS.  The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall not be deemed
exclusive of any other rights





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<PAGE>   19
to which a person seeking indemnification may be entitled under any law (common
or statutory), agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office.  All rights to indemnification under
this Article shall be deemed to be a contract between the corporation and each
director and officer who serves or served in such capacity at any time while
this Article is in effect, and any repeal or modification of this Article or
relevant provisions of the Delaware General Corporation Law or any other
applicable law shall not in any way diminish any rights to indemnification of
such director or officer, or the obligations of the corporation arising
hereunder prior to such modification or repeal.

         Section 5.  INSURANCE.  The corporation shall purchase and maintain
insurance on behalf of any person who is or was a director or officer against
any liability asserted against him and incurred by him or on his behalf in such
capacity or as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is determined by the Board of Directors to be
available on acceptable terms.

         Section 6.  DEFINITIONS.  For purposes of this Article:

         a)  service as a director, officer, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise controlled
by this corporation shall be deemed to be service at the request of this
corporation;

         b)  "the corporation" shall include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation





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<PAGE>   20
or merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued;

         c)  "other enterprise" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries;

         d)  the indemnification and advancement of expenses provided by, or
granted pursuant to this Article shall, unless otherwise provided when
authorized or ratified, 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 a person;

         e)  "expenses" shall include all costs, charges and attorneys' fees; 
and

         f)  "action, suit or proceeding" shall include any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom.





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         Section 7.  SAVINGS CLAUSE.  If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director, officer, employee
and agent of the corporation as to expenses, judgments, fines and amounts paid
in settlement with respect to any action, suit or proceeding to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.



                                  ARTICLE VIII


                                   AMENDMENTS

         Section 1.  AMENDMENTS BY DIRECTORS OR STOCKHOLDERS.  These By-Laws
may be altered, amended or repealed or new By-Laws may be adopted by the
stockholders or by the Board of Directors, when such power is conferred upon
the Board of Directors by the Certificate of Incorporation, at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new By-Laws be contained in the
notice of such special meeting.  If the power to adopt, amend or repeal By-Laws
is conferred upon the Board of Directors by the Certificate of Incorporation,
it shall not divest or limit the power of the stockholders to adopt, amend or
repeal By-Laws.





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