of the board of DUECO, an international used equipment cooperative.
Kristian Siem, age 45, has been a director since 1993. Mr. Siem has also been a
director of Norex America, Inc. since June 1982 and its chairman and chief
executive officer since August 1988. Mr. Siem is also the chairman of Wilrig AS
and a director of Kalvin-Miller International, Inc., Drayton Blue Chip Trust
Plc, Petroleum Geo-Services A/S, Lowndes Lambert Group Holdings Plc, Norex
Offshore AS and Det Sondenfjelds-Norske Dampskibsselskab.
The following sets forth certain information with respect to all members of
the Board of Directors whose current terms will continue after the Annual
Meeting of Stockholders. Information is provided concerning the business
experience of each continuing director during the past five years and certain
other directorships held by each continuing director. Unless otherwise
indicated, each person has had the same occupation for at least five years.
Class III Directors - Term Expiring 1995
Jack T. Trotter, age 67, has been a director since 1986. Mr. Trotter has been a
partner in the Washington law firm of McClure, Trotter & Mentz since 1969, and
maintains an office in Houston for the purpose of managing his personal
investments. Mr. Trotter also serves as a director of First Interstate Bank of
Texas, N.A., Houston Industries Incorporated, Houston Lighting & Power Company,
Howell Corporation, Weingarten Realty Investors, Continental Airlines, Inc. and
King Ranch, Inc.
Daniel P. Whitty, age 62, has been a director since 1988. Mr. Whitty is an
independent financial consultant who also serves as a director of EOTT Energy
Corp. and Methodist Retirement Services, Inc., as a trustee of the Methodist
Retirement Trust, and as a member of the Audit Committee of Northern Border
Partners, L.P. Mr. Whitty served 35 years with Arthur Andersen & Co. and was
elected to their worldwide partnership in 1962.
Class I Directors - Term Expiring 1996
Ronald C. Lassiter, age 61, has been a director since 1974. Mr. Lassiter has
been Chairman of the Board of Directors of the Company since December 1985 and
Chief Executive Officer since January 1983. He was also President of the Company
from July 1978 until December 1985, when the office was eliminated. He has
served in various positions with the Company since 1970, and he served as a
director of Zapata Gulf Marine Corporation from November 1984 to January 1992.
In addition, Mr. Lassiter serves as a director of Daniel Industries, Inc.
Avram A. Glazer, age 33, has been a director since 1993. He has been employed
by, and works on behalf of, Malcolm I. Glazer and a number of entities owned and
controlled by Malcolm I. Glazer, including Florida Management Office, TV
Management Office, Farmington Mobile Home Park, Inc., Century Development
Corporation d/b/a KGNS Laredo, and Canandaigua Mobile Park, for more than the
past five years. Mr. Glazer's principal responsibilities include identifying,
implementing, monitoring and disposing of Malcolm I. Glazer's investment
interests. He also serves as a director of Gilbert/Robinson Restaurants, Inc. (a
restaurant holding company). Avram A. Glazer is the son of Malcolm I. Glazer.