<PAGE>
in person or represented by duly executed proxies at the Annual Meeting of
Stockholders and entitled to vote on the subject matter.
Under Delaware law, abstentions are treated as present and entitled to
vote and thus will be counted in determining whether a quorum is present.
Abstentions will have the same effect as a vote against a matter, except as to
the election of directors, as to which they will have no effect. A broker non-
vote (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 the
broker or nominee does not have discretionary power to vote on a particular
matter) is counted for purposes of determining the existence of a quorum but
will have no effect on the outcome of the vote on the Stockholder Proposal or
the ratification of independent public accountants.
CERTAIN BENEFICIAL OWNERS
The following information relates to 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.
<TABLE>
<CAPTION>
Shares Owned Percent
Title of Class Name and Address Beneficially of Class
- --------------------------- --------------------------- -------------------- -------------
<S> <C> <C> <C>
Common Stock............... The Malcolm I. Glazer Trust 10,402,050 (1) 35.3
and Malcolm I. Glazer
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Peter M. Holt 2,822,617 (2) 9.6
c/o Holt Company of Texas
S.W.W. White at Holt Avenue
San Antonio, Texas 78222
$2 Preference Stock........ Larry A. Reiten 150 5.7
Route 1, Box 297
Bayfield, Wisconsin 54814-9701
</TABLE>
________________
(1) Based on information contained in a Schedule 13D, as amended as of October
25, 1994, which was filed with the Commission by The Malcolm I. Glazer
Trust (the "Trust") and Mr. Glazer. The Schedule 13D states that Mr.
Glazer contributed all of his shares of Common Stock to the Trust and that,
as trustee and beneficiary of the Trust, Mr. Glazer is a beneficial owner
of the shares of Common Stock held by the Trust. The amount in the table
also includes 6,666 shares of Common Stock, which Mr. Glazer has the right
to acquire within 60 days through the exercise of nonqualified stock
options.
(2) Based on (i) information contained in a Schedule 13D, as amended as of June
8, 1994, 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:
1,021,969 shares held by Mr. Holt, individually; 115,950 shares held by the
Peter M. Holt Grantor Trust; 28,033 shares held by the Peter Holt H-R
Trust; 220,478 shares held by the S Stock GST Trust for Peter M. Holt;
60,478 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; 207,582 shares
held by the Holt Corporate Stock Marital Trust--1985; 200,886 shares held
by the Holt Corporate Stock Life Trust--1985 and 840,097 shares held by
Benjamin D. Holt, Jr. Peter M. 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
2