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165,000,000 there will remain an estimated 130,400,000 authorized but unissued
shares of Common Stock as a result of the Reverse Stock Split (after the
reservation of an additional 2,940,000 shares of Common Stock for conversion of
the $100 Preference Stock as described above).

Federal Income Tax Consequences

     The following is a summary of the material anticipated
Federal income tax consequences of the Reverse Stock Split to
stockholders of the Company.  This summary is based on the
Federal income tax laws now in effect and as currently
interpreted; it does not take into account possible changes in
such laws or interpretations, including amendments to applicable
statutes, regulations and proposed regulations or changes in
judicial or administrative rulings, some of which may have
retroactive effect.  This summary is provided for general
information only and does not purport to address all aspects of
the possible Federal income tax consequences  of the Reverse
Stock Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON.  In
particular, and without limiting the foregoing, this summary does
not consider the Federal income tax consequences to stockholders
of the Company in light of their individual investment
circumstances or to holders subject to special treatment under
the Federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers). 
The summary does not address any consequence of the Reverse Stock
Split under any state, local or foreign tax laws.

     No ruling from the Internal Revenue Service ("Service") or
opinion of counsel will be obtained regarding the Federal income
tax consequences to the stockholders of the Company as a result
of the Reverse Stock Split.  ACCORDINGLY, EACH STOCKHOLDER IS
ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH
STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS.

     The Company believes that the Reverse Stock Split would be a
tax-free recapitalization to the Company and its stockholders. 
If the Reverse Stock Split qualifies as a recapitalization under
Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as
amended, a stockholder of the Company who exchanges his or her
Common Stock solely for new Common Stock should recognize no gain
or loss for Federal income tax purposes.  A stockholder's
aggregate tax basis in his or her shares of new Common Stock
received from the Company should be the same as his or her
aggregate tax basis in the Common Stock exchanged therefor.  The
holding period of the new Common Stock received by such
stockholder should include the period during which the Common
Stock surrendered in exchange therefor was held, provided all
such Common Stock was held as a capital asset on the date of the
exchange.

Vote Required

     The approval of the Reverse Stock Split requires the
affirmative vote of a majority of the outstanding shares of
Common Stock, $6 Preferred Stock and $2 Preference Stock of the
Company, voting together as a single class.

     The Board recommends a vote FOR the approval of the Reverse
Stock Split.

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