<PAGE>
additional information indicates ownership as follows: 1,021,967 shares held
by Mr. Holt, individually; 115,960 shares held by the Peter M. Holt Grantor
Trust; 28,032 shares held by the Hawn-Holt Trust; 220,478 shares held by the
S Stock GST Trust for Peter M. Holt; 55,478 shares held by the S Stock GST
Trust for Benjamin D. Holt III; 120,478 shares held by the S Stock GST Trust
for Anne Holt; 207,581 shares held by the Holt Corporate Stock Marital
Trust--1985; 200,885 shares held by the Holt Corporate Stock Life Trust--
1985 and 840,097 shares held by Benjamin D. Holt, Jr. Mr. Holt disclaims
beneficial ownership as to all of the shares held by the S Stock GST Trust
for Benjamin D. Holt III and the S Stock GST Trust for Anne Holt. The amount
in the table also includes 6,666 shares of Common Stock, which Mr. Holt has
the right to acquire within 60 days of September 30, 1995 through the
exercise of nonqualified stock options.
(4)All such shares are owned by the Robert W. Jackson Trust.
MARKET PRICES OF COMMON STOCK
The Common Stock is listed on the New York Stock Exchange (the "NYSE"). On
June 29, 1995, the day prior to the first public announcement by the Company of
the proposed Energy Industries Sale, the closing sales price of Common Stock on
the NYSE was approximately $2.625 per share, and the high and low prices of the
Common Stock for such day were approximately $2.875 per share and $2.625 per
share, respectively.
INDEPENDENT ACCOUNTANTS
Representatives of Coopers & Lybrand, L.L.P., the Company's independent
accountants, will be present at the Special Meeting with the opportunity to
make a statement if they desire and to respond to appropriate questions of
stockholders.
OTHER MATTERS
The Board of Directors does not intend to bring any other matter before the
Special Meeting and is not informed of any other business which others may
bring before the meeting. However, if any other matters should properly come
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying Proxy to vote on such matters as they, in
their discretion, may determine.
Stockholders are entitled to submit proposals in a timely manner for
inclusion in the Company's proxy statement and the form of proxy at an annual
meeting of stockholders on matters appropriate for stockholder action
consistent with the regulations of the Securities and Exchange Commission. As
noted in the Company's proxy statement relating to the 1995 Annual Meeting of
Stockholders, in order to be so included for the 1996 Annual Meeting,
stockholder proposals must be received by the Company not later than January
15, 1996 and otherwise comply with the requirements applicable thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company (File No. 1-4219)
with the Securities and Exchange Commission are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the year ended September 30, 1994;
(2) Annual Report on Form 10-K/A for the year ended September 30, 1994;
(3) Proxy Statement dated June 26, 1995;
(4) Quarterly Report on Form 10-Q for the quarter ended December 31, 1994;
(5) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
(6) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
(7) Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1995;
(8) Current Report on Form 8-K reporting event of March 1, 1995;
(9) Current Report on Form 8-K reporting event of March 31, 1995;
(10) Current Report on Form 8-K reporting event of April 13, 1995;
(11) Current Report on Form 8-K reporting event of May 30, 1995;
(12) Current Report on Form 8-K reporting event of September 20, 1995; and
(13) Current Report on Form 8-K dated November 13, 1995.
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