<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Set forth below is certain information with respect to beneficial ownership of
the Company's voting securities as of June 20, 1995 by each director, certain
executive officers, by the directors and executive officers of the Company as a
group and the holders of the Company's voting securities known to the Company on
June 20, 1995 to own beneficially 5% or more of any class of the Company's
voting securities. For the purposes of this Proxy Statement, beneficial
ownership of securities is defined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") to mean generally the
power to vote or dispose of securities, regardless of any economic interest
therein. Stockholders whose addresses are not listed below have the Company's
address at 1717 St. James Place, Suite 550, Houston, Texas 77056.
<TABLE>
<CAPTION>
SHARES OWNED PERCENT
TITLE OF CLASS OF SECURITY NAME AND ADDRESS BENEFICIALLY/1/ OF CLASS
- --------------------------- ---------------------- --------------- ---------
<S> <C> <C> <C>
Common Stock The Malcolm I. Glazer 10,409,717/2/ 35.3%
Trust and Malcolm I. Glazer
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Peter M. Holt 2,817,622/3/ 9.6%
c/o Holt Company of Texas
S.W.W. White at Holt Avenue
San Antonio, Texas 78222
Avram A. Glazer 14,333 *
R.C. Lassiter 78,477 *
Robert V. Leffler, Jr. 0 *
W. George Loar 0 *
Robert W. Jackson 350,436/4/ *
Joseph B. Mokry 0 *
Lamar C. McIntyre 42,026 *
Joseph L. von Rosenberg, III 14,333 *
Directors and executive officers
as a group (10 persons) 13,726,944 46.5%
$2 Preference Stock Larry A. Reiten 150 5.7%
Route 1, Box 297
Bayfield, Wisconsin 54814-9701
</TABLE>
_____________________________
/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 subject to stock options
exercisable within 60 days of September 27, 1995. Such number of shares are
42,000 for Mr. McIntyre, 14,333 for each of Messrs. A. Glazer, M. Glazer and von
Rosenberg, and 6,666 for Mr. Holt; and 91,665 shares for the directors and
executive officers as a group.
/2/ Based on information contained in a Schedule 13D, which was filed with the
Commission by The Malcolm I. Glazer Trust and Mr. Glazer. The Schedule 13D
states that Mr. Glazer contributed all of his shares of Common Stock to such
trust and that, as trustee and beneficiary of such trust, Mr. Glazer is a
beneficial owner of the shares of Common Stock held by such trust. The amount in
the table also includes 14,333 shares of Common Stock which Mr. Glazer has the
right to acquire within 60 days through the exercise of stock options.
/3/ Based on (i) information contained in a Schedule 13D, which was filed
with the Commission by Mr. Holt and (ii) additional information provided to the
Company by Mr. Holt. The Schedule 13D and the additional information indicates
ownership as follows: 1,021,967 shares held by Mr. Holt, individually; 115,960
shares held by the Peter M. Holt Grantor Trust; 28,032 shares held by the
Hawn-Holt Trust; 220,478 shares held by the S Stock GST Trust for Peter M. Holt;
55,478 shares held by the S Stock GST Trust for Benjamin D. Holt III; 120,478
shares held by the S Stock GST Trust for Anne Holt; 207,581 shares held by the
Holt Corporate Stock Marital Trust--1985; 200,885 shares held by the Holt
Corporate Stock Life Trust--1985 and 840,097 shares held by Benjamin D. Holt,
Jr. Mr. 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. The amount in the table also includes 6,666 shares of Common Stock, which
Mr. Holt has the right to acquire within 60 days through the exercise of
nonqualified stock options.
/4/ All such shares are owned by the Robert W. Jackson Trust.
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