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and to vote at, the Special Meeting and any adjournment or postponement
thereof. Only holders of record of Common Stock and $2 Preference Stock at the
close of business on the Record Date will be entitled to vote at the Special
Meeting. On the Record Date, the Company had outstanding and entitled to vote
              shares of Common Stock and          shares of $2 Preference
Stock. Each holder of Common Stock and $2 Preference Stock as of the Record
Date will be entitled to one vote, exercisable in person or by proxy, for each
share of Common Stock or share of $2 Preference Stock held of record by such
holder on the Record Date. Holders of $2 Preference Stock are entitled to vote
together with the holders of Common Stock as a single class on all matters to
be voted on by stockholders of the Company. The presence at the Special Meeting
in person or by proxy of the holders of a majority of the combined votes of
Common Stock and $2 Preference Stock entitled to vote, voting together as a
single class, is necessary to constitute a quorum.
 
VOTE REQUIRED
 
  Under the Delaware General Corporation Law ("DGCL") and the Company's
Certificate of Incorporation, the approval of the Energy Industries Sale
Proposal requires the affirmative vote of more than 50% of the combined votes
of the outstanding shares of Common Stock and $2 Preference Stock entitled to
vote, voting together as a single class, which are present either in person or
by proxy at the Special Meeting at which a quorum is present.
 
  Abstentions, broker non-votes (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 for which the broker or nominee does not have
discretionary power to vote on a particular matter) and withheld votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. However, they are not counted for purposes of
determining whether the Energy Industries Sale Proposal has been approved and
will have the effect of votes against the Energy Industries Sale Proposal.
 
  In connection with the Energy Industries Sale, The Malcolm I. Glazer Trust, a
stockholder of the Company which beneficially owns approximately 35.5% of the
Company's outstanding Common Stock, agreed in a letter dated September 20, 1995
(the "Glazer Letter") on behalf of itself, and any affiliates of such Trust or
Malcolm I. Glazer, the Chairman of the Board of the Company, that the Trust and
such affiliates will vote all shares of Common Stock owned by them in
accordance with the recommendation of the Board of Directors of the Company
with respect to the approval of the Energy Industries Sale Proposal by the
Company's stockholders. The Board of Directors has recommended that the
stockholders of the Company vote "FOR" the Energy Industries Sale Proposal. See
"The Energy Industries Sale Proposal--Voting Agreement with Major Stockholder."
 
NO APPRAISAL RIGHTS
 
  Stockholders are not entitled to appraisal rights under the DGCL with respect
to the Energy Industries Sale Proposal. See "The Energy Industries Sale
Proposal--No Rights of Appraisal."
 
PROXY INFORMATION
 
  Proxies in the accompanying form are solicited on behalf of and at the
direction of the Board of Directors. All shares of Common Stock and $2
Preference Stock represented by properly executed proxies will be voted at the
Special Meeting in accordance with the direction indicated on the proxies
unless such proxies have previously been revoked. If authority to vote a proxy
has not been withheld and no direction is indicated, the shares will be voted
FOR approval of the Energy Industries Sale Proposal. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ENERGY INDUSTRIES SALE PROPOSAL. See
"The Energy Industries Sale Proposal--Recommendation of the Company's Board of
Directors." If any other matters are properly presented at the Special Meeting
for action, including a question of adjourning the meeting from time to time,
the persons named in the proxies and acting thereunder will have discretion to
vote on such matters in accordance with their best judgment.
 
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