<PAGE>
 
RECORD DATE, VOTING SECURITIES AND QUORUM

  The Board of Directors has fixed the close of business on October 6, 1995 (the
"Record Date") as the record date for the determination of holders of
outstanding shares of the Company's outstanding shares of common stock, $.25 par
value ("Common Stock"), and the Company's outstanding shares of $2 Noncumulative
Convertible Preference Stock, $1.00 par value ("$2 Preference Stock"), entitled
to notice of, and to vote at, the Special Meeting and any adjournment or
postponement thereof.  Only holders of record of Common Stock and $2 Preference
Stock at the close of business on the Record Date will be entitled to vote at
the Special Meeting.  On the Record Date, the Company had outstanding and
entitled to vote _____________ shares of Common Stock and ________ shares of $2
Preference Stock.  Each holder of Common Stock and $2 Preference Stock as of the
Record Date will be entitled to one vote, exercisable in person or by proxy, for
each share of Common Stock or share of $2 Preference Stock held of record by
such holder on the Record Date.  Holders of $2 Preference Stock are entitled to
vote together with the holders of Common Stock as a single class on all matters
to be voted on by stockholders of the Company.  The presence at the Special
Meeting in person or by proxy of the holders of a majority of the combined votes
of Common Stock and $2 Preference Stock entitled to vote, voting together as a
single class, is necessary to constitute a quorum.

VOTE REQUIRED

  Under the Delaware General Corporation Law ("DGCL") and the Company's
Certificate of Incorporation, the approval of each of the Sale Proposals
requires the affirmative vote of more than 50% of the combined votes of the
outstanding shares of Common Stock and $2 Preference Stock entitled to vote,
voting together as a single class, which are present either in person or by
proxy at the Special Meeting at which a quorum is present.

  Abstentions, broker non-votes (i.e., shares held by brokers or nominees as to
which instructions have not been received from the beneficial owners or persons
entitled to vote and for which the broker or nominee does not have discretionary
power to vote on a particular matter) and withheld votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business.  However, they are not counted for purposes of determining whether
a Sale Proposal has been approved.

  In connection with the Energy Industries Sale, The Malcolm I. Glazer Trust, a 
stockholder of the Company which beneficially owns approximately 35.5% of the 
Company's outstanding Common Stock, agreed in a letter dated September 20, 1995 
(the "Glazer letter") on behalf of itself, and any affiliates of such Trust or 
Malcolm I. Glazer, the Chairman of the Board of the Company, that the Trust and 
such affiliates will vote all shares of common stock owned by them in accordance
with the recommendation of the Board of Directors of the Company with respect to
the approval of the Energy Industries Sale Proposal by the Company's 
stockholders. The Board of Directors has recommended that the stockholders of 
the Company vote "FOR" the Energy Industries Sale Proposal. See "The Energy 
Industries Sale Proposal--Voting Agreement with Major Stockholder."

NO APPRAISAL RIGHTS

  Stockholders are not entitled to appraisal rights under the DGCL with respect
to either of the Sale Proposals. See "The Energy Industries Sale Proposal--No
Rights of Appraisal" and "The Cimarron Sale Proposal--No Rights of Appraisal".

PROXY INFORMATION

  Proxies in the accompanying form are solicited on behalf of and at the
direction of the Board of Directors.  All shares of Common Stock and $2
Preference Stock represented by properly executed proxies will be voted at the
Special Meeting in accordance with the direction indicated on the proxies unless
such proxies have previously been revoked.  If authority to vote a proxy has not
been withheld and no direction is indicated, the shares will be voted FOR
approval of each of the Sale Proposals.  THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE FOR EACH OF THE SALE PROPOSALS.  See "The Energy Industries
Sale Proposal--Recommendation of the Company's Board of Directors" and "The
Cimarron Sale Proposal--Recommendation of the Company's Board of Directors".  If
any other matters are properly presented at the Special Meeting for action,
including a question of adjourning the meeting from time to time, the persons
named in the proxies and acting thereunder will have discretion to vote on such
matters in accordance with their best judgment.

  A stockholder executing and returning a proxy has the power to revoke it at
any time before it is exercised. A stockholder who wishes to revoke a proxy can
do so by executing a later-dated proxy relating to the same shares and
delivering it to the Secretary of the Company prior to the vote at the Special
Meeting, by giving written notice of revocation to the Secretary prior to the
vote at the Special Meeting or by appearing in person at the Special Meeting and
voting in person the shares to which the proxy relates.  Any written notice
revoking a proxy should be sent to the Company, Attention:  Joseph L. von
Rosenberg, III, Corporate Secretary.  The Company's executive offices are
located at 1717 St. James Place, Suite 550, Houston, Texas 77056.

                                       2