<PAGE>
Part II. Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
---------------------------------------------------
The Company held its 1994 Annual Meeting of Stockholders on April 27, 1994
(the "1994 Annual Meeting"). An aggregate of 158,350,538 shares of the
Company's equity securities were outstanding and entitled to vote at the 1994
Annual Meeting as follows: 158,302,958 shares of Common Stock; 44,943 shares of
$6 Cumulative Preferred Stock and 2,637 shares of $2 Noncumulative Convertible
Preference Stock. At this meeting, the stockholders voted on the following
matters:
Election of Class II Directors
------------------------------
<TABLE> Withhold
<CAPTION> Authority
For To Vote
--- -------
<S> <C> <C>
Peter M. Holt 143,954,750 752,249
Kristian Siem 143,969,356 737,643
</TABLE>
In addition to the Class II directors elected at the 1994 Annual Meeting,
Jack T. Trotter and Daniel P. Whitty continue to serve as Class III directors
until the 1995 annual meeting of stockholders, and Ronald C. Lassiter, Avram A.
Glazer and Malcolm I. Glazer continue to serve as Class I directors until the
1996 annual meeting of stockholders.
Reverse Stock Split
-------------------
<TABLE>
<CAPTION>
Broker
For Against Abstained Non-Vote
--- ------- --------- --------
<S> <C> <C> <C>
142,033,221 2,385,029 259,709 29,040
</TABLE>
The Board of Directors of the Company approved the 1-for-5 reverse stock
split (the "Reverse Stock Split") of the Company's Common Stock and directed
that it be submitted to the Company's stockholders for consideration and action.
In the Reverse Stock Split, the total number of shares outstanding of Common
Stock held by each stockholder prior to the Reverse Stock Split was
converted automatically into the right to receive an amount of whole shares of
new Common Stock equal to the number of shares owned immediately prior to the
Reverse Stock Split divided by five. No fractional shares are being issued, and
no such fractional share interest will entitle the holder thereof to vote, or to
any rights of a stockholder of the Company. In lieu of any fractional share
interest, each holder of Common Stock who would otherwise be entitled to receive
a fractional share of Common Stock after the Reverse Stock Split will be paid
cash upon the surrender of the certificate(s) representing Common Stock held by
such holder in an amount equal to the product of such fraction multiplied by
$5.50, which is the closing price on the first trading date after the
18
