<PAGE>
 
Board of Directors elected Mr. Holt as a Class II director.  If the term of
office for the class of directors for which Mr. Holt was elected expires prior
to 1996, the Company agreed to use its best efforts to cause the Nominating
Committee of the Board of Directors to nominate Mr. Holt as a director of the
Company for an additional three-year term.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the fiscal year ended September 30, 1994 and
Forms 5 and amendments thereto with respect to such year and certain written
representations that no Form 5 is required, the Company believes that no person
subject to Section 16 of the Securities Exchange Act of 1934 with respect to the
Company failed to file on a timely basis, as disclosed in such Forms, reports
required by Section 16(a) of such Act during such fiscal year or prior years.

ITEM 11.  EXECUTIVE COMPENSATION.

          The following tables sets forth information regarding annual, long-
term and other compensation with respect to the fiscal years ended September 30,
1994, 1993 and 1992 for services in all capacities rendered to the Company by
the persons who served as chief executive officer during fiscal 1994 and the
four most highly compensated executive officers of the Company other than the
chief executive officer who was serving as executive officer on September 30,
1994 (the "Named Officers").

                                       4