<PAGE>
commencing in May 1995 and for the balance of the remaining 18 months of the
term of the Consulting Agreement, Mr. Holt is to serve as Chairman of such
divisions and subsidiaries. Mr. Holt also is the Chief Executive Officer of
such divisions and subsidiaries.
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is certain information with respect to beneficial
ownership of the Company's Common Stock as of June 20, 1995 by each director,
nominee director, persons named in the Summary Compensation Table under
"Executive Compensation" below and by the directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
Shares Owned Percent
Title of Class Name Beneficially(1) of Class
- -------------- ---------- --------------- --------
<S> <C> <C> <C>
Common Stock Avram A. Glazer 6,666 *
Malcolm I. Glazer 10,402,050 (2) 35.3
Peter M. Holt 2,822,617 (3) 9
R. C. Lassiter 98,477 *
Robert V. Leffler, Jr. 0 *
W. George Loar 0 *
Robert W. Jackson 350,436 (4) *
Joseph B. Mokry 0 *
Kristian Siem 889,224 (5) 3.0
Directors and executive officers
as a group (11 persons) 14,724,168 49.9
</TABLE>
________________
* Less than 1%
(1) Except as otherwise noted, individuals listed in the table have sole voting
and investment power with respect to the indicated shares. Investment
power with respect to certain shares held by certain officers of the
Company under the Profit Sharing Plan is limited; such shares amount to
less than 1% of the total number of shares of Common Stock held by all
officers and directors as a group. Included in the amounts indicated are
shares which are subject to options exercisable within 60 days of December
28, 1994. The number of such shares are 6,666 for each of Messrs. A.
Glazer, M. Glazer, and Holt; and 173,331 shares for the directors and
executive officers as a group.
(2) 10,395,384 shares are owned by the Malcolm I. Glazer Trust.
(3) Includes 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.
(4) All such shares are owned by the Robert W. Jackson Trust.
(5) All such shares are owned by Norex America, Inc.
6
