<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Set forth below is certain information with respect to beneficial ownership
of the Company's voting securities as of September 30, 1995 by each director,
certain executive officers, by the directors and executive officers of the
Company as a group and the holders of the Company's voting securities known to
the Company on September 30, 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. Stockholders whose addresses are not listed below have the Company's
address at 1717 St. James Place, Suite 550, Houston, Texas 77056.
<TABLE>
<CAPTION>
PERCENT
TITLE OF CLASS OF SHARES OWNED OF
SECURITY NAME AND ADDRESS BENEFICIALLY(1) CLASS
----------------- ---------------- --------------- -------
<C> <S> <C> <C>
Common Stock The Malcolm I. Glazer Trust..... 10,409,717(2) 35.3%
and Malcolm I. Glazer
1482 South Ocean Boulevard
Palm Beach, Florida 33480
Peter M. Holt................... 2,817,622(3) 9.6%
c/o Holt Company of Texas
S.W.W. White at Holt Avenue
San Antonio, Texas 78222
Avram A. Glazer................. 14,333 *
R.C. Lassiter................... 78,477 *
Robert V. Leffler, Jr. ......... 0 *
W. George Loar.................. 0 *
Robert W. Jackson............... 350,436(4) 1.2%
Joseph B. Mokry................. 0 *
Lamar C. McIntyre............... 42,026 *
Joseph L. von Rosenberg, III.... 14,333 *
Directors and executive officers
as a group (10 persons)......... 13,726,944 46.5%
$2 Preference Stock Larry A. Reiten................. 150 5.7%
Route 1, Box 297
Bayfield, Wisconsin 54814-9701
</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 Company's 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 subject to stock options exercisable within 60 days of September 30,
1995. Such number of shares are 42,000 for Mr. McIntyre, 14,333 for each of
Messrs. A. Glazer, M. Glazer and von Rosenberg, and 6,666 for Mr. Holt; and
91,665 shares for the directors and executive officers as a group.
(2) Based on information contained in a Schedule 13D, which was filed with the
Commission by The Malcolm I. Glazer Trust and Mr. Glazer. The Schedule 13D
states that Mr. Glazer contributed all of his shares of Common Stock to
such trust and that, as trustee and beneficiary of such trust, Mr. Glazer
is a beneficial owner of the shares of Common Stock held by such trust. The
amount in the table also includes 14,333 shares of Common Stock which Mr.
Glazer has the right to acquire within 60 days of September 30, 1995
through the exercise of stock options.
(3) Based on (i) information contained in a Schedule 13D, 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
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