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Other Compensation Plans. The Company has a number of other broad-based employee benefit plans in which executive officers participate on the same terms as other employees meeting the eligibility requirements, subject to any legal limitations on amounts that may be contrib- uted to or benefits payable under the plans. These include (I) the Company’s cafeteria plan administered pursuant to Section 125 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the Company’s 401(k) Plan, pursuant to which the company makes matching contributions; and (iii) the Company’s Employee Stock Purchase Plan implemented and administered pursuant to Section 423 of the Code. 

## Performance Graph 

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, for the five fiscal years ended August 31, 2000, for the Common Stock, the S&P 600 SmallCap Index in which the Company is included and the S&P Miscellaneous Industry Index, the index to which the Company believes it would be assigned if it were included in the S&P 500. The Company has been advised that the S&P Miscellaneous Industry Index includes ten corporations, many of which, like the Company, are of a diversified nature. 

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Respectfully submitted, 

E. Kay Stepp Robert H. Daines Dennis G. Heiner Brian A. Krisak Steven C. Wheelwright 

## PRINCIPAL HOLDERS OF VOTING SECURITIES 

The following table sets forth information as of November 1, 2000, with respect to the beneficial owner- ship of shares of Common Stock and Series A Preferred Stock by each person known by the Company to be the beneficial owner of more than five percent of Common Stock or Series A Preferred Stock, by each director, by each executive officer named in the Summary Compen- sation Table and by all directors and officers as a group. Unless noted otherwise, each person named has sole voting and investment power with respect to the shares indicated. The percentages set forth below have been computed without taking into account treasury shares held by the Company and are based on 20,643,182 shares of Common Stock and 811,094 shares of the Series A Preferred Stock outstanding as of November 1, 2000. In cases where shareholders own both Common Stock and Series A Preferred Stock, the number of shares shown assumes the conversion of the Series A Preferred Stock into the Common Stock and the issued and outstanding Common Stock is increased by an equal amount for that shareholder. The shares of Series A Preferred Stock are shown on an “as converted basis” with approximately 7.14 shares of Common Stock issuable on conversion of each share of Series A Preferred Stock. 

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Beneficial Ownership as of November 1, 2000 

