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ACCOUNTING TREATMENT
 
  The Energy Industries Sale will be subject to purchase accounting treatment.
 
REGULATORY APPROVALS
 
  The Energy Industries Sale was reportable under, and subject to the waiting
period requirements of, the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended ("HSR Act"), by the Company and Weatherford Enterra. The
Company and Weatherford Enterra each filed with the Federal Trade Commission
and the Department of Justice a Notification and Report Form under the HSR Act
with respect to the Energy Industries Sale on September 28, 1995. The required
waiting period under the HSR Act for the Energy Industries Sale expired on
October 28, 1995. The Company is not aware of any other material federal or
state regulatory approvals that must be obtained in order to consummate the
Energy Industries Sale.
 
RELATION TO THE PROPOSED SALE OF CIMARRON
 
  Neither the Energy Industries Sale Proposal nor the proposed sale of Cimarron
is conditioned on the other. The Company believes that stockholder approval is
not required under the DGCL for its proposed sale of Cimarron and the Company
does not intend to seek such approval.
 
CERTAIN INFORMATION CONCERNING WEATHERFORD ENTERRA
 
  Weatherford Enterra is a diversified international energy service and
manufacturing company that provides products and services around the world to
the oil and gas exploration, production and transmission industries. Its
principal executive offices are located at 1360 Post Oak Boulevard, Suite 1000,
Houston, Texas 77056, telephone number (713) 439-9400.
 
  For a summary of the negotiations between Weatherford Enterra and the Company
relating to the Energy Industries Sale Proposal, see "The Energy Industries
Sale Proposal--Background of the Energy Industries Sale Proposal".
 
BUSINESS OF ENERGY INDUSTRIES
 
  General. In November 1993, the Company purchased the natural gas compression
business of Energy Industries. Total consideration paid for the purchase of
Energy Industries' natural gas compression business and for two related
noncompetition agreements was $90.2 million. The purchase price consisted of
$74.5 million in cash and approximately 2.7 million shares of Common Stock
valued at $15.7 million, or $5.80 per share, which approximated the average
trading price of the Common Stock prior to closing of the acquisition.
 
  Operations. Energy Industries generally does business under the name "Energy
Industries, Inc." Energy Industries is engaged in the business of renting,
fabricating, selling, installing and servicing natural gas compressor packages.
A natural gas compressor package consists of a compressor, a natural gas engine
or electric motor, a heat exchanger, a control panel and assorted piping and
tubing. Natural gas compression is used in the production, processing and
delivery of natural gas. Energy Industries primarily supplies natural gas
compressor packages in natural gas production and processing applications. In
natural gas production applications, natural gas compression is used to
increase the flow rate of gas wells with low reservoir pressures. In natural
gas processing applications, natural gas compression is used in the process of
separating the various hydrocarbon components of the wellhead natural gas
stream. In interstate natural gas pipeline applications, natural gas
compression is used to increase the pressure of natural gas from reservoir
levels to interstate pipeline standards.
 
  Energy Industries fabricates natural gas compressor packages at its Corpus
Christi, Texas fabrication facility from components which are acquired from
various suppliers at market prices. Energy Industries maintains an inventory of
compressor and engine components at its Corpus Christi facility to support the
fabrication and repair of natural gas compressor packages.
 
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