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(3)  Includes shares held by TCW Special Credits Fund II, L.P.;
     TCW Special Credits Fund IIb, L.P.; The Weyerhaeuser Company
     Master Pension Trust and The Inland Steel Industries Pension
     Trust.  Sole voting and investment power over all of these
     shares is held by Trust Company of the West.
(4)  Includes 140,164 shares held by the Peter Holt H-R Trust,
     1,102,389 shares held by the S Stock GST Trust for Peter M.
     Holt, 1,102,389 shares held by the S Stock GST Trust for
     Benjamin D. Holt III, 1,102,390 shares held by the S Stock
     GST Trust for Anne Holt, 1,037,910 shares held by the Holt
     Corporate Stock Marital Trust--1985, 1,004,429 shares held
     by the Holt Corporate Stock Life Trust--1985, 579,800 shares
     held by the Peter M. Holt Grantor Trust and 3,200,486 shares
     held by Benjamin D. Holt, Jr. Peter M. Holt disclaims
     beneficial ownership as to all of the shares held by the S
     Stock GST Trust for Benjamin D. Holt III and the S Stock GST
     Trust for Anne Holt.

                           ELECTION OF DIRECTORS

     The Restated Certificate of Incorporation of the Company, as amended,
provides for the classification of the Board of Directors into three classes
(Class I, Class II and Class III), having staggered terms of three years each.
The current term of office of directors in Class II expires at the forthcoming
Annual Meeting of Stockholders. The terms of office of the directors in Classes
III and I will expire at the annual meetings of stockholders to be held in 1995
and 1996, respectively.

     Two Class II directors will be elected at the Annual Meeting of
Stockholders to serve for a three year term expiring at the 1997 annual meeting
of stockholders. Mr. B. John Mackin, a former Class II director of the Company,
resigned on February 21, 1994. On February 23, 1994 the Board of Directors
amended the By-laws of the Company to reduce the number of Directors of the
Company from eight (8) to seven (7) members. The By-laws were also amended to
further reduce the number of Directors of the Company to six (6) effective with
the annual meeting of stockholders to be held in 1995.

     It is the intention of the persons designated as proxies in the enclosed
proxy card, unless the proxy is marked with contrary instructions, to vote for
the election of Messrs. Peter M. Holt and Kristian Siem as Class II directors to
serve until the 1997 annual meeting of stockholders and until their successors
have been duly elected and qualified. If either of the nominees becomes
unavailable for any reason, shares represented by such proxies will be voted for
such person or persons, if any, as may be designated by the Board of Directors.
At present, it is not anticipated that any nominee will be unable to serve.
Directors will be elected by a plurality of the votes cast.

                                 NOMINEES

     The following sets forth certain information with respect to the business
experience of each nominee during the past five years and certain other
directorships held by each nominee.

Peter M. Holt, age 45, has been a director since November 1993. Since July 1984,
Mr. Holt has served as the chief executive officer of Energy Industries, which
was acquired by the Company in November 1993. Mr. Holt is also the chief
executive officer of certain other companies, including Caterpillar equipment
dealerships and companies engaged in used machinery sales, aircraft sales and
real estate investment, a position he has held with each such entity for more
than the past five years. In addition, Mr. Holt is an advisory director of Texas
Commerce Bank, San Antonio and chairman

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