The Resignation Letter requests that the Company's Board of Directors
take the following actions: (i) resolve to conduct no further negotiations for
the acquisition of investments from Malcolm I. Glazer and his affiliates except
upon the condition that any such acquisition will be subjected to independent
scrutiny and the closing of the acquisition will be conditioned upon shareholder
approval; (ii) obtain the advice of independent counsel regarding the
enforceability of Zapata's obligation regarding the acquisition of the Company's
investment in Envirodyne Industries, Inc. ("Envirodyne"), with a view towards
rescission; and (iii) cause to be filed with the SEC proxy materials accurately
reflecting the matters discussed in the Resignation Letter as well as the
actions indicated in (i) and (ii) above, and schedule and provide notice of a
shareholder meeting to approve the sale of Energy Industries to Weatherford
Enterra, Inc. ("Weatherford Enterra"). The Resignation Letter also expressed
concern regarding the sufficiency of notices of board meetings and the provision
of sufficient information to directors in advance of board meetings.
The Company believes Mr. Holt's description of his disagreement with
Zapata contained in the Resignation Letter is both inaccurate and incomplete.
Mr. Holt's letter asserts that the Company's new strategy of departing the
energy industry and entering the food services industry was not presented to the
Board of Directors for a vote until the special meeting of the Company's Board
of Directors held on September 20, 1995. The Company notes, however, that at a
meeting of the Board of Directors held on May 5, 1995, the Board of Directors,
with Mr. Holt participating, approved the engagement of Schroder Wertheim & Co.
Incorporated ("Schroder Wertheim"), an investment banking firm, as the Company's
financial advisor in connection with the sale of the Company's primary energy-
related assets, Energy Industries and Cimarron Gas Holding Company, and the
authorization of appropriate officers of the Company to negotiate terms and
conditions of the sale of these businesses with viable bidders. At the same May
5, 1995 meeting, Mr. Holt participated in a discussion by the directors of the
possibility that the Company might purchase stock of Envirodyne (including the
stock of Envirodyne held by an affiliate of Malcolm Glazer), and at a meeting of
the Board of Directors held on May 30, 1995, the Board of Directors, with Mr.
Holt participating, decided to form a special committee of the Board of
Directors to consider the acquisition of common stock of Envirodyne from the
Malcolm I. Glazer Trust. At the May 30, 1995 meeting of the Board of Directors,
Avram A. Glazer (the Company's President and Chief Executive Officer) made a
presentation to the Board of a plan to reposition the Company into the food
services industry, including references to potential acquisition candidates.
Mr. Holt participated in this discussion, from which there emerged a consensus
among the Board members to pursue the redirection of the Company's business into
the food services industry, and Mr. Holt voiced no objection to the proposed
redirection. The new direction of the Company was also discussed at length at
the Company's Annual Meeting of Stockholders held on July 27, 1995, at which Mr.
Holt was present. Mr. Holt did not attend the September 20, 1995 meeting at
which the final form of the asset purchase agreement for the sale of Energy
Industries was presented for approval by the Board.