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acquisition and joint venture opportunities, there can be no assurances that
the Company will succeed in consummating any such opportunities or that
acquisitions or joint ventures, if consummated, will be successful. 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 Board of
Directors has established the 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 Restaurant Group,
Inc. ("Houlihan's") and Specialty Equipment Companies, Inc. ("Speciality").
Malcolm Glazer and members of his family beneficially own approximately 73% and
45% of the outstanding common stock of Houlihan's and Specialty, respectively,
and Malcolm Glazer, Avram Glazer and other members of their family serve as
directors of both of those companies. The Special Committee was charged with
recommending to the Board of Directors what further steps should be taken by
the Company in connection with the above considerations. To date, the Special
Committee has not issued any recommendations with respect to its consideration
of possible transactions involving either Houlihan's or Specialty. The Company
has considered these two companies, along with other companies (for which a
special committee was not deemed necessary because of the fact that no
interested director transaction was involved), as potential acquisition
candidates in the food services industry. Houlihan's and Specialty were
included as potential merger targets in the presentation made by Avram Glazer
to the Company's Board of Directors at its May 30, 1995 meeting. Consideration
of potential business combination transactions with these companies is at a
preliminary stage.
 
  Other than the seeking of proposed acquisitions and joint ventures as
described above and the Company's consideration of possible future transactions
involving Envirodyne as described under "Background of the Energy Industries
Sale Proposal--General", the Company currently has no plans or developments to
advance its internal or external expansion in the food services industry. In
addition, while the Company currently intends to focus on the food services
industry, the Company may effect acquisitions in other industries if the Board
determines that it is in the interests of the Company and stockholders to do
so. While the Board of Directors believes that the consummation of the Energy
Industry Sales Proposal is expedient and fair to, and in the best interests of,
the Company and its stockholders, there can be no assurance that the Energy
Industries Sale, or the Company's entry into the food services business, will
result in an improvement in the Company's results of operations or financial
condition.
 
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