In addition to the use of the mail, proxies may be solicited by personal
interview and telephone, telegraph or telecopy by the directors, officers and
regular employees of the Company. Such persons will receive no additional
compensation for such services. Arrangements also will be made with certain
brokerage firms and certain other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of Common Stock
and $2 Preference Stock held of record by such persons, and such brokers,
custodians, nominees and fiduciaries will be reimbursed by the Company for
reasonable out-of-pocket expenses incurred by them in connection therewith. The
Company has also engaged an outside proxy soliciting firm to assist in the
solicitation of proxies. The Company will pay a nominal fee for such services as
well as reimbursements of out-of-pocket costs and expenses.
PROPOSAL NO. 1
THE ENERGY INDUSTRIES SALE PROPOSAL
BACKGROUND OF THE ENERGY INDUSTRIES SALE PROPOSAL
The Company is a Delaware corporation which was organized in 1954 and which
historically has operated within the energy industry. The Company was
previously engaged in the operation of offshore drilling rigs, marine service
and supply vessels and oil and gas operations. All of these operations have
been divested in the last few years, with the exception of the Company's
remaining interest in a Bolivian oil and gas operation.
In fiscal 1993, the Company began to narrow the focus of its operations to the
natural gas services market. In connection with that strategy, the Company
acquired Cimarron in November 1992. Cimarron is engaged in the business of
gathering and processing natural gas and its constituent products, as well as
marketing and trading natural gas liquids. In September 1993, Cimarron
purchased additional gathering and processing assets and expanded its operations
through the acquisition of Stellar Energy Corporation and three affiliated
companies. See "The Cimarron Sale Proposal--Business of Cimarron--General." In
November 1993, the Company acquired the natural gas compression business of
Energy Industries. Energy Industries is engaged in the business of renting,
fabricating, selling, installing and servicing natural gas compressor packages.
Energy Industries operates one of the ten largest rental fleets of natural gas
compressor packages in the United States. See "--Business of Energy
In early 1995, the Board of Directors and management of the Company developed
a strategic plan for the Company which involves repositioning the Company in the
food packaging, food and food service equipment and supply businesses
(collectively, "food services") and exiting the energy business in which the
Company has historically operated. Specifically, the strategic plan called for
the divestiture of the Company's remaining energy operations, Energy Industries,
Cimarron and the Company's remaining domestic oil and gas assets, and the
acquisition of, or joint ventures with, selected companies in the food service
In March 1995, the Company executed an agreement to sell its marine protein
operations to an investor group. However, that agreement was terminated in
April 1995 due to the investor group's failure to obtain sufficient financing.
The Board of Directors has since decided to retain the Company's marine protein
operations in connection with the Company's focus on the food services industry.
In April 1995, the Company engaged Schroder Wertheim & Co. Incorporated
("Schroder Wertheim"), an investment banking firm, as its financial advisor to
assist in the potential divestiture of Energy Industries and Cimarron. Prior to
soliciting any offers for the divestiture of Energy Industries, the Company
advised Schroder Wertheim of its targeted level of consideration for the
disposition of Energy Industries.
A meeting of the Company's Board of Directors was held on May 5, 1995 to
review and discuss the status of the sale of Energy Industries and Cimarron. At
that meeting, the Board ratified the engagement of Schroder Wertheim and
authorized the appropriate officers of the Company to negotiate terms and
conditions of sale with viable bidders for Energy Industries and Cimarron.
In June 1995, the Company sold a portion of its natural gas reserves in the
Gulf of Mexico. In August 1995, the Company sold its remaining domestic oil and
gas operations, including its interests in five offshore federal leases in the
Gulf of Mexico.