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     The two nominees receiving the greatest number of votes cast by the holders
of Common Stock, $6 Preferred Stock and $2 Preference Stock will be elected as
directors. There will be no cumulative voting in the election of directors. The
approval of the Reverse Stock Split will require the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock, $6 Preferred
Stock and $2 Preference Stock, voting together as a single class. The
Stockholder Proposal and the ratification of independent public accountants
require the affirmative vote of holders of a majority of the shares of Common
Stock, $6 Preferred Stock and $2 Preference Stock present in person or
represented by duly executed proxies at the Annual Meeting of Stockholders and
entitled to vote on the subject matter.

     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. 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.

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