<PAGE>
Under Delaware law, abstentions are treated as present and entitled to
vote and thus will be counted in determining whether a quorum is present and
will have the effect of a vote against a matter, except as to the election of
directors as to which they will have no effect. A broker non-vote (i.e., shares
held by brokers or nominees as to which instructions have not been received from
the beneficial owners or persons entitled to vote as to which the broker or
nominee does not have discretionary power to vote on a particular matter) is
counted for purposes of determining the existence of a quorum and will operate
to prevent approval of the Reverse Stock Split to the same extent as a vote
against such proposal. However, a broker non-vote will have no effect on the
outcome of the vote on the Stockholder Proposal and the ratification of
independent public accountants.
CERTAIN BENEFICIAL OWNERS
The following information relates to the holders of the Company's voting
securities known to the Company on March 23, 1994 to own beneficially 5% or more
of any class of the Company's voting securities. For the purposes of this
Proxy Statement, beneficial ownership of securities is defined in accordance
with the rules of the Securities and Exchange Commission (the "Commission") to
mean generally the power to vote or dispose of securities, regardless of any
economic interest therein.
<TABLE>
<CAPTION>
SHARES OWNED PERCENT
TITLE OF CLASS NAME AND ADDRESS BENEFICIALLY OF CLASS
-------------- ---------------- ------------ --------
<S> <C> <C> <C>
Common Stock Malcolm I. Glazer 51,976,923(1) 32.8
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Norex America, Inc. 15,696,124(2) 9.9
P.O. Box 429
Hamilton, Bermuda HM-BX
Trust Company of the West 12,006,108(3) 7.6
865 South Figueroa St., Ste. 1800
Los Angeles, California 90017
Peter M. Holt 11,875,021(4) 7.5
Holt Avenue and
South W.W. White Rd
San Antonio, Texas 78222
Bank of America National 8,045,927 5.1
Trust and Savings Association
555 California Street, 2nd Floor
San Francisco, California 94104
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$6.00 Preferred Stock Francis C. Haynie 3,558 7.9
8654 Rio Grande Road
Richmond, Virginia 23229
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$2.00 Preference Stock Larry A. Reiten 150 5.7
Route 1, Box 297
Bayfield, Wisconsin 54814
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</TABLE>
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(1) All such shares are owned by the Malcolm I. Glazer Trust.
(2) Includes 1,300,000 shares held by Prosperity Investments, Inc., a private
investment company, the
2
