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Group, Inc., and also is a director of Specialty Equipment Companies, Inc. and
Envirodyne Industries, Inc. Malcolm I. Glazer is the father of Avram A. Glazer.
Ronald C. Lassiter, age 62, has been a director since 1974. Mr.
Lassiter served as Acting Chief Operating Officer of the company from December
1994 to March 1995. He served as Chairman of the Board of Directors of the
Company from December 1985 to July 1994, and Chief Executive Officer from
January 1983 to July 1994. From July 1994 until December 1994, he was Chairman
and Chief Executive Officer of Zapata Protein, Inc. In December 1994, Mr.
Lassiter withdrew from an active management role with Zapata Protein, Inc. as a
result of his participation in a group seeking to acquire that subsidiary. That
proposed acquisition was not consummated, and Mr. Lassiter has resumed his
active management role as Chairman and Chief Executive Officer of Zapata
Protein, Inc. pursuant to the consulting agreement described under "Employment
Agreements and Other Incentive Plan." He has served in various positions with
the Company since 1970, and he served as a director of Zapata Gulf Marine
Corporation from November 1984 to January 1992. In addition, Mr. Lassiter
serves as a director of Daniel Industries, Inc.
Class II Directors - Term Expiring 1997
Avram A. Glazer, age 34, has been a director since July 1993. Mr.
Glazer has served as President and Chief Executive Officer of the Company since
March 1995. For the past five years, he has been employed by, and has worked on
behalf of, Malcolm I. Glazer and a number of entities owned and controlled by
Malcolm I. Glazer, including Florida Management Office, TV Management Office,
Farmington Mobile Home Park, Inc., Century Development Corporation d/b/a KGNS
Laredo, and Canandaigua Mobile Park. Mr. Glazer's principal responsibilities
include identifying, implementing, monitoring and disposing of Malcolm I.
Glazer's investment interests. He also serves as a director of The Houlihan's
Restaurant Group, Inc., and is a director of Speciality Equipment Companies,
Inc. and Envirodyne Industries, Inc. Avram A. Glazer is the son of Malcolm I.
Glazer.
Peter M. Holt, age 46, has been a director since November 1993. Since
July 1984, Mr. Holt has served as the Chief Executive Officer of Energy
Industries, Inc., which was acquired by the Company in November 1993. Mr. Holt
is also the Chief Executive Officer of certain other companies, including
Caterpillar equipment dealerships and companies engaged in used machinery sales,
aircraft sales and real estate investments, a position he has held with each
such entity for more than the past five years. In addition, Mr. Holt is a
director of Texas Commerce Bank-San Antonio, and Chairman of the Board of DUECO,
a used equipment cooperative.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During fiscal 1994, the Board of Directors held seven (7) meetings.
The Board of Directors has established an Audit Committee, Compensation
Committee, Nominating Committee and an Executive Committee to oversee specific
matters affecting the Company.
The Audit Committee is currently composed of Messrs. W. George Loar
(Chairman) and Robert Leffler, Jr. The Audit Committee held two (2) meetings in
fiscal 1994. The Audit Committee meets with the Company's independent
accountants to review the Company's accounting policies, internal controls and
other accounting and auditing matters; makes recommendations to the Board as to
the engagement of independent accountants; and reviews the letter of engagement
and statement of fees relating to the scope of the annual audit and special
audit work which may be recommended or required by the independent accountants.
The Compensation Committee, currently composed of Messrs. Avram Glazer
(Chairman), Robert Leffler, Jr. and R. C. Lassiter, held one (1) meeting during
fiscal 1994. The functions performed by the Compensation Committee include:
reviewing the Company's executive salary and bonus structure; reviewing
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