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  In August 1995, the Company purchased 31% of the common stock of Envirodyne
Industries, Inc. ("Envirodyne"), a major supplier of food packaging products and
food service supplies.  Envirodyne is a leading worldwide producer of cellulosic
casings used in the preparation and packaging of processed meat products and the
world's second largest producer of heat shrinkable plastic bags and specialty
films for packaging and preserving fresh and processed meat products, poultry
and cheeses.  Envirodyne is also a leading domestic producer of disposable
plastic cutlery, drinking straws, custom dining kits and related products.  In
addition, Envirodyne is a leading domestic producer of thermo-formed and
injection-molded plastic containers and horticultural trays and inserts.

  In connection with the Energy Industries Sale, Schroder Wertheim initiated
contact with 37 companies.  Those companies were selected on the basis of their
potential strategic interest in Energy Industries and their desire to add
natural gas compression operations to their existing operations or energy
investment portfolios.  As a result of such contacts,  21 of the prospective
purchasers signed confidentiality agreements and received confidential
information regarding Energy Industries.  The information sent to the 21
prospective purchasers included a confidential memorandum which provided a
description of Energy Industries' operations and a summary of its historical
financial and operating performance and management projections of future
financial results.  In addition to the confidential memorandum, prospective
purchasers received a cover letter which set forth bidding procedures and which
included a deadline for submission of non-binding indications of interest to
Schroder Wertheim.  Schroder Wertheim received six non-binding indications of
interest ranging in value from $87 million to $115 million.  Of the six bidders,
four were invited to perform due diligence at Energy Industries' headquarters in
Corpus Christi, Texas where tours of the physical facilities were given by
management and a data room was set up to afford the invitees the ability to
perform detailed financial and operational due diligence.  Such bidders were
also afforded access to Energy Industries' management during the course of their
due diligence investigations.

  Prior to the established deadline for submission of binding acquisition
proposals, Enterra approached Schroder Wertheim and expressed a desire to make a
pre-emptive bid for Energy Industries. The Enterra offer was for $130 million in
cash and the assumption of certain current liabilities of Energy Industries.
Schroder Wertheim had been engaged in similar discussions with other bidders but
none of them expressed a desire to make a bid which was comparable to the
Enterra offer. Because the Enterra proposal represented the highest offer in
terms of total value and form of consideration, possessed a high degree of
certainty with respect to the ultimate realization of the sales proceeds and
generally contained generally less restrictive terms and conditions than the
other indications of interest received, it was determined to be the most
attractive offer to the Company.

  The Company entered into a letter agreement with Enterra on June 29, 1995 (the
"June 29 agreement") which set forth the purchase price of $130 million and
certain additional material terms and conditions of the sale. Subsequent to the
execution of the June 29 agreement, a dispute arose between the Company and
Enterra, principally regarding the issue of to what extent the June 29 agreement
provided that Enterra would assume certain liabilities of Energy Industries in
connection with the sale. Enterra threatened to institute litigation against the
Company, through service of process on the Company of a complaint which Enterra
had filed in a Texas state court, if the Company did not uphold the terms of the
June 29 agreement. However, as a result of several subsequent meetings between
representatives at the Company and Enterra, the parties resolved their dispute
and agreed upon the terms and conditions of the Energy Industries Sale which are
set forth in the Purchase Agreement. The Company believes that the terms and
conditions in the Purchase Agreement are no less favorable to the Company than
the terms and conditions in the June 29 agreement. In connection with the
execution and delivery of the Purchase Agreement, Enterra and the Company also
executed and delivered a mutual release of any liability in connection with the
dispute. Enterra also withdrew its filed complaint with prejudice.

  On September 20, 1995, Schroder Wertheim orally delivered its opinion, which
was subsequently confirmed in writing, to the Board of Directors, that the
consideration to be received by the Company pursuant to the Purchase Agreement
is fair, from a financial point of view, to the Company. See "--Fairness Opinion
of Financial Advisor". In its review of the Energy Industries Sale Proposal, the
Board of Directors determined that the Energy Industries Sale Proposal was
expedient and fair to, and in the best interests of the Company and its
stockholders. See "--Recommendation of the Company's Board of Directors". At the
Board meeting the Board of Directors of the Company approved the Energy
Industries Sale Proposal pursuant to the terms and conditions of the Purchase
Agreement in the form presented to the Board with such changes as might be
approved by the Company's officers, and directed that the Energy Industries Sale
Proposal be submitted to stockholders of the Company for approval. All Board
members except one were present at the meeting and the vote to approve the
Energy Industries Sale Proposal was unanimous. The Company executed the Purchase
Agreement on September 20, 1995.

  The Energy Industries Sale, together with the Cimarron Sale, is a major step
in the Company's transition from an energy company to a food services company.
The Company intends to use the net proceeds from the Energy

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