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SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is certain information with respect to beneficial ownership
of the Company's Common Stock as of March 23, 1994 by each director, nominee
director, the Chief Executive Officer and the four most highly compensated
executive officers and by directors and executive officers as a group.
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Shares Owned Percent
Title of Class Name Beneficially(1) of Class
-------------- ---- --------------- --------
<S> <C> <C> <C>
Common Stock . . . . Avram A. Glazer -- *
Malcolm I. Glazer 51,976,923(2) 32.8%
Peter M. Holt 11,875,021(3) 7.5
R.C. Lassiter 1,376,449 *
Kristian Siem 15,696,124(4) 9.9
Jack T. Trotter 580,000 *
Daniel P. Whitty 130,100 *
Thomas H. Bowersox 701,000 *
Robert W. Jackson 1,922,181(5) *
Marvin J. Migura 700,000 *
Bruce K. Williams 496,700(6)
All of the above
and other executive
officers as a group
(12 persons) 85,944,498 54.3
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* Less than 1%.
(1) Except as otherwise noted, individuals listed in the table have sole voting
and investment power with respect to the indicated shares. Investment power
with respect to certain shares held by certain officers of the Company
under the Profit-Sharing Plan is limited; such shares amount to less than
1% of the total number of shares of Common Stock held by all officers and
directors as a group. Included in the amounts indicated are shares which
are subject to options exercisable within sixty days of March 23, 1994. The
numbers of such shares are 100,000 for each of Messrs. Trotter and Whitty,
1,220,000 for Mr. Lassiter, 700,000 for each of Messrs. Bowersox and
Migura, 490,000 for Mr. Williams and 3,800,000 shares for the directors and
executive officers as a group.
(2) All of such shares are owned by the Malcolm I. Glazer Trust.
(3) 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.
(4) 14,396,124 shares of Common Stock are owned by Norex America and 1,300,000
shares of Common Stock are owned by a private investment company, the
president of which is also the president of Norex America and the
management of which is provided by a subsidiary of Norex Plc, which shares
voting and investment power over such shares with the board of
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