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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 Industries, Inc. ("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.
 
  In addition, the Company also notes that Mr. Holt and another party submitted
a non-binding indication of interest to acquire Energy Industries that was sent
on June 8, 1995 to the Company's financial advisor, Schroder Wertheim. That
proposal was not pursued by the Company because it would have involved terms
substantially less favorable to the Company and its stockholders than the
Weatherford Enterra proposal. A portion of the offered consideration for such
proposal in which Mr. Holt participated was the common stock of the Company
owned by Mr. Holt and his affiliates, which the proposal would have valued at a
premium over the market price of the common stock.
 
  To the knowledge of the Company, Mr. Holt has not, prior to receipt of the
Resignation Letter, informed any member of the Board of Directors or executive
officer of the Company that he objected to the Company's proposed exit from the
energy business and redirection of its business into the food services
industry. The Company believes that Mr. Holt's suggestions of inaccuracies in
the Proxy Statement regarding the timing of specific board action to approve
various matters related to the proposed repositioning are, at most, technical
objections, and that the disclosure in the Proxy Statement in this regard is
correct in all material respects. In response to Mr. Holt's letter, however,
the Company is supplementing the Proxy Statement with this Supplement in order
to avoid controversy over certain of the matters raised by Mr. Holt.
 
  The Company also disagrees with Mr. Holt's assertion that the statements
contained in the Proxy Statement regarding the used of proceeds of the Energy
Industries Sale are misleading. The statements in the Proxy Statement regarding
the use of proceeds are (i) that the Company intends to use the net proceeds of
the Energy Industries sale for general corporate purposes, which may include
repayment of debt, and for future acquisitions which are expected to be in the
food services industry and (ii) that the Company does not have any current
plans or proposals to use the proceeds of the Energy Industries Sale for
specific acquisitions or joint ventures. The Company continues to believe that
these statements are accurate. In this connection, Mr. Holt's letter refers to
an agenda item for the September 20, 1995 meeting of the Company's Board of
Directors (which, as noted above, Mr. Holt failed to attend) referring to the
creation of a special committee for the purpose of investigating the legal and
financial considerations of one or more merger or acquisition transactions
involving the Company and Houlihan's and Specialty. Malcolm Glazer and members
of his family beneficially own approximately 73% and 45% of the outstanding
common stock of Houlihan's and
 
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