<PAGE>
 
     If the Reverse Stock Split is approved, an additional
2,940,000 shares of Common Stock will be reserved for issuance
upon conversion of the $100 Preference Stock.  60,000 shares of
Common Stock (on an as-adjusted basis after the Reverse Stock
Split) have already been reserved to accommodate the conversion
of the $100 Preference Stock.

Amendment to Restated Certificate of Incorporation

     The Restated Certificate of Incorporation, as amended,
currently provides that the Company has the authority to issue up
to 185,000,000 shares, consisting of 165,000,000 shares of Common
Stock having a par value of $0.25 per share, 2,000,000 shares of
Preferred Stock, without par value, and 18,000,000 shares of
Preference Stock having a par value of $1 per share.  If the
Reverse Stock Split is approved, Article FOURTH of the Restated
Certificate of Incorporation will be amended in the Amended and
Restated Certificate to be filed with the Secretary of State of
the State of Delaware.  The amendment, in the form to be filed in
the Amended and Restated Certificate, is set forth in Exhibit A
attached to this Proxy Statement.  The discussion of the Reverse
Stock Split is qualified in its entirety by reference to Exhibit
A, which is incorporated herein by reference as if fully set
forth herein.

     If the Reverse Stock Split is approved, the total number of
shares outstanding of Common Stock held by each stockholder would
be converted automatically into a right to receive an amount of
whole shares of new Common Stock equal to the number of shares
owned immediately prior to the Reverse Stock Split divided by
five.  No fractional shares would be issued and, in lieu of any
fractional shares, fractional shares otherwise issuable to a
given stockholder would be rounded up to the next whole share. 
The number of authorized shares of Common Stock shall remain at
165,000,000.

     Approval of the Reverse Stock Split would not affect any
stockholder's percentage ownership interest in the Company or
proportional voting power, except for minor differences resulting
from the rounding of fractional shares.  The Reverse Stock Split
should not reduce the number of stockholders of the Company since
fractional shares will be rounded up to a whole share of new
Common Stock.  The shares of Common Stock which will be issued
upon approval of the Reverse Stock Split will be fully paid and
nonassessable.  The voting rights and other privileges of the
holders of Common Stock would not be affected substantially by
adoption of the Reverse Stock Split or subsequent implementation
thereof.  If for any reason the Board of Directors deems it
advisable to do so, the Reverse Stock Split may be abandoned by
the Board of Directors at any time before, during or after the
Annual Meeting of Stockholders and prior to filing and
effectiveness of the amendment in the Amended and Restated
Certificate with the Secretary of State of the State of Delaware,
pursuant to Section 242(c) of the Delaware General Corporation
Law, without further action by the stockholders of the Company.

     If the Reverse Stock Split is approved by the stockholders
at the Annual Meeting of Stockholders, and upon a determination
by the Board of Directors that a Reverse Stock Split is in the
best interests of the Company and its stockholders, the amendment
to Article FOURTH, in the form set forth in Exhibit A hereto,
would be filed in the Amended and Restated Certificate with the
Secretary of State of the State of Delaware on any date (the
"Effective Date") selected by the Board of Directors on or prior
to the Company's next Annual Meeting of Stockholders, and the
Reverse Stock Split would become effective as of 5:00 p.m. E.S.T.
on the date of such filing.  Without any further action on the
part of the Company or the stockholders, the shares of Common
Stock held by 

                                       22