<PAGE>
 
II director. In accordance with this agreement, Malcolm I. Glazer and Kristian
Siem were elected to the Executive, Compensation, Audit and Nominating
Committees and Avram A. Glazer was elected as an alternate member of each such
committee who may replace Malcolm I. Glazer at any meeting of those committees.

     In connection with the acquisition of Energy Industries, Inc. ("Energy
Industries") the Company agreed to use its best efforts to elect Peter M. Holt
as a member of the Board of Directors and as a member of the Executive Committee
and Nominating Committee of the Board of Directors. In November 1993 the Board
of Directors elected Mr. Holt as a Class II director. If the term of office for
the class of directors for which Mr. Holt was elected expires prior to 1996, the
Company agreed to use its best efforts to cause the Nominating Committee of the
Board of Directors to nominate Mr. Holt as a director of the Company for an
additional three-year term.

     Robert W. Jackson, the chief executive officer of Cimarron, a wholly-owned
subsidiary of the Company, received a total of $70,000 in fiscal 1993 from the
Company in exchange for the continuation of his personal guarantee for a seven-
month period on approximately $9.5 million of Cimarron indebtedness.

     On February 26, 1993, Mr. Jackson loaned $1,250,000 to Cimarron, which used
the funds to purchase interests in a gathering system and processing plant in
Oklahoma.  The loan, which was evidenced by a note bearing interest at the prime
rate, was repaid on May 26, 1993.  The Company believes that the terms of the
loan were at least as favorable as those that could be obtained from an arm's
length lender.

     The Company has agreed to allow Jack T. Trotter, one of its directors, the
use of its corporate aircraft under an arrangement which provides the Company
with full recovery of the expense associated with such use, including all direct
and indirect costs.  For fiscal 1993, Mr. Trotter paid the Company a total of
$249,363 for the use of the corporate aircraft.

     For further information concerning the related transactions and
relationships of Peter M. Holt and Kristian Siem with the Company, see
"Compensation Committee Interlocks and Insider Participation" in this Proxy
Statement.

 

                     REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee (the "Committee") is responsible for the
approval and administration of compensation programs for the Company's executive
officers.  The Committee endeavors to ensure that the compensation programs for
its executive officers are effective in attracting and retaining key executives
responsible for the success of the Company and are administered in an
appropriate fashion in the long-term best interest of the Company and its
stockholders.  The Committee seeks to align total compensation for its executive
officers with the performance of the Company and the individual performance of
each executive officer in assisting the Company in accomplishing its goals.  The
Company's present compensation program consists of (1) an annual component,
which includes base salary and an annual incentive bonus, and (2) a long-term
component consisting of stock options.

BASE SALARY

     The Committee's policy with respect to 1993 base salaries for executive
officers was generally to keep them at the same levels as had been in effect for
1992.  This decision was based on the Committee's subjective determination,
based on recommendations from the Chief Executive Officer, that the base salary
rates were at an appropriate level in light of compensation surveys in which the
Company participated and the expectation that executive compensation policies
would be reviewed on a comprehensive basis at a later date.  The Committee's
determination not to change base salary levels also applied to the Chief
Executive Officer, whose base salary has been at its current level since 1985.

                                       12