<PAGE>
 
behalf of Mr. Holt on November 9, 1995, was not provided to the Company (nor did
Mr. Holt otherwise notify the Company of its filing) until November 17, 1995,
when the Company received the Resignation Letter.  The Company believes that the
petition and the allegations made therein are without merit and intends to
defend the case vigorously.

 .    On August 16, 1995, the Company informed Mr. Holt of an indemnification
claim of approximately $6 million against the Holt Affiliates in connection with
what the Company believes are breaches of representations and warranties by the
Holt Affiliates in the 1993 purchase agreement pursuant to which the Company
purchased Energy Industries from the Holt Affiliates.  Mr. Holt has disputed the
claim and it remains unresolved.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.

                                 The following exhibit is filed herewith:

     17  Resignation letter of Peter M. Holt dated November 16, 1995.

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