Mastec Inc · PRER14A · On 1/24/94

Filed On 1/24/94   ·   SEC File 1-08106   ·   Accession Number 898432-94-1

Revised Preliminary Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Proxy Statement                                      166    640K 
 2: EX-2        Exhibit A                                              3     17K 
 3: EX-6        Exhibit B                                              4     22K 

PRER14A   ·   Proxy Statement
Document Table of Contents

PRER14A
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    BURNUP & SIMS INC.

The undersigned hereby appoints                                 

^ and                  , or either of them, each    
with the power to                                                               
appoint his  substitute, proxies to represent the  undersigned            
and to vote as                                                                  
designated below all of the shares of Common Stock of Burnup &            
Sims Inc. (the                                                                  
"Company") held of record by the undersigned on                           

^, 1994 at the Annual and Special Meeting of Stockholders         
(the "Meeting")                                                                 
to be  held on ^ March          , 1994 and at any adjournment             
or postponement                                                                 
thereof.                                                                  

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF       
DIRECTORS                                                                       

1.   ELECTION OF SAMUEL C. HATHORN, JR. AS DIRECTOR.            

/__/ FOR the nominee listed above                               

/__/ WITHHOLD AUTHORITY to vote for the nominee listed          
above                                                                           

^ 2. TO APPROVE  THE TERMS OF AN AGREEMENT DATED AS OF          
OCTOBER 15, 1993,                                                               
AS AMENDED ^,  PURSUANT TO WHICH, AMONG  OTHER THINGS, (i)                
THE COMPANY WILL                                                                
ACQUIRE ALL  OF THE  OUTSTANDING CAPITAL  STOCK OF CHURCH  &              
TOWER,  INC. AND                                                                
CHURCH & TOWER OF  FLORIDA, INC.  IN EXCHANGE FOR 10,250,000              
SHARES OF COMMON                                                                
STOCK OF  THE COMPANY  AND  (ii)   IMMEDIATELY THEREAFTER,                
THE COMPANY  WILL                                                               
REDEEM  3,153,847 SHARES  OF COMMON  STOCK OF THE  COMPANY                
OWNED  BY NATIONAL                                                              
BEVERAGE  CORP. ("NBC")  IN  CONSIDERATION FOR  THE                       
CANCELLATION OF  CERTAIN                                                        
INDEBTEDNESS OWED BY NBC TO THE COMPANY.                                  

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

^ 3. TO  APPROVE  ^  AN  AMENDMENT  TO  THE   COMPANY'S         
CERTIFICATE  OF                                                                 
INCORPORATION ^(THE "CERTIFICATE") CHANGING THE NAME OF THE               
COMPANY TO MASTEC                                                               
INC.                                                                      

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/__/ FOR                /__/ AGAINST             /__/         
ABSTAIN                                                                         

^ 4. TO APPROVE AN  AMENDMENT TO  THE CERTIFICATE               
INCREASING THE  TOTAL                                                           
NUMBER OF  SHARES OF COMMON  STOCK WHICH THE  COMPANY IS                  
AUTHORIZED  TO ISSUE                                                            
FROM 25,000,000 TO 50,000,000.                                            

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

^ 5. TO  APPROVE AN  AMENDMENT  TO  THE  CERTIFICATE  TO        
ELIMINATE  ALL                                                                  
DESIGNATIONS,  POWERS, PREFERENCES,  RIGHTS, QUALIFICATIONS,              
LIMITATIONS AND                                                                 
RESTRICTIONS PRESCRIBED IN THE  CERTIFICATE RELATING TO THE               
5,000,000 SHARES                                                                
OF PREFERRED STOCK AUTHORIZED BY THE  CERTIFICATE AND WHICH               
MAY IN THE FUTURE                                                               
BE ISSUED BY THE COMPANY.                                                 

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

6.   TO  APPROVE AN AMENDMENT TO THE CERTIFICATE TO ADOPT       
THE PROVISIONS                                                                  
OF  SECTION  102(b)(7)  OF  THE  DELAWARE GENERAL  CORPORATION            
LAW  ("DGCL")                                                                   
RELATING TO THE LIABILITY OF DIRECTORS.                                   

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

7.   TO APPROVE AN AMENDMENT TO THE CERTIFICATE TO              
BROADEN THE CORPORATE                                                           
POWERS  OF  THE COMPANY  TO MAXIMUM  EXTENT PERMITTED  BY  THE            
DGCL  AND MAKE                                                                  
CERTAIN OTHER CLARIFICATIONS TO THE CERTIFICATE.                          

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

8.   TO APPROVE THE  COMPANY'S 1994 STOCK  OPTION PLAN          
FOR  NON-EMPLOYEE                                                               
DIRECTORS.                                                                

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/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

9.   TO APPROVE THE COMPANY'S 1994 STOCK INCENTIVE PLAN.        

/__/ FOR                 /__/ AGAINST             /__/          
ABSTAIN                                                                         

AS  A CONDITION TO THE CONSUMMATION OF THE ACQUISITION,         
THE STOCKHOLDERS                                                                
OF THE COMPANY ARE REQUIRED TO HAVE APPROVED EACH OF THE                  
FOREGOING AMENDMENTS                                                            
TO THE  CERTIFICATE, PROPOSED BY THE STOCKHOLDERS OF CT  AND              
CTF.  IF EACH OF                                                                
THE PROPOSED AMENDMENTS TO  THE CERTIFICATE ARE NOT APPROVED              
BY THE REQUISITE                                                                
NUMBER OF  STOCKHOLDER VOTES, THE ACQUISITION MAY NOT BE                  
EFFECTED EVEN IF THE                                                            
TERMS  OF THE ACQUISITION  AGREEMENT ARE APPROVED BY  THE                 
STOCKHOLDERS OF THE                                                             
COMPANY.  ADDITIONALLY,  THE PROPOSALS TO  (i) APPROVE THE                
AMENDMENTS  TO THE                                                              
COMPANY'S  CERTIFICATE, (ii) APPROVE THE COMPANY'S 1994 STOCK             
OPTION PLAN FOR                                                                 
NON-EMPLOYEE DIRECTORS  AND (iii) APPROVE THE COMPANY'S  1994             
STOCK INCENTIVE                                                                 
PLAN  ARE   CONDITIONED UPON  THE APPROVAL  OF THE  TERMS OF              
THE ACQUISITION                                                                 
AGREEMENT.   ACCORDINGLY, IF THE ACQUISITION AGREEMENT IS NOT             
APPROVED, THESE                                                                 
PROPOSALS, EVEN IF APPROVED BY THE STOCKHOLDERS, WILL NOT BE              
EFFECTED.                                                                       

THIS  PROXY WHEN PROPERLY EXECUTED WILL BE  VOTED IN THE        
MANNER DIRECTED                                                                 
HEREIN BY THE  UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION  IS              
MADE, THIS PROXY                                                                
WILL  BE VOTED,  "FOR" PROPOSALS  1 THROUGH  ^ 9,  AND WILL               
BE VOTED  AT THE                                                                
DISCRETION  OF THE PROXIES ON ANY OTHER  MATTER THAT MAY                  
PROPERLY COME BEFORE                                                            
THE MEETING.                                                              

 Dated
___________________________,  199^                                              

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___________________________________________                               
     Signature

_________________________________________^                                      
                     Signature if held jointly

                      Please  sign  exactly   as
name   appears                                                                  
                       opposite.  When  shares are
held by  joint                                                                  
                       tenants, both should  sign.
When  signing                                                                   
                     as   attorney,  executor,
administrator,                                                                  
                  trustee  or  guardian,
please  give  full                                                              
                  title as  such.  If  a
corporation, please                                                             
                   sign in  full corporate
name  by President                                                              
                  or   other  authorized
officer.     If  a                                                              
                      partnership,  please  sign
in  partnership                                                                 
                      name by authorized person.

   PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
   PROMPTLY USING ENCLOSED ENVELOPE^

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^                                                                       

NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS - BURNUP           
& SIMS INC.                                                                     

TIME: _________ [a.m./p.m.]  (___________)                              

DATE: February          ^, 1994                                         

PLACE:      _________________________________                           
_________________________________               

At  the Annual  and  Special  Meeting  of  Stockholders       
of  Burnup &                                                                    
Sims  Inc.  (the "Company"), and  any adjournments  or                  
postponements thereof                                                           
(the  "Meeting"), the  following proposals are on the agenda            
for action by                                                                   
the stockholders:                                                       

. To elect one director to serve as a Class II director.                        

.To approve the terms of an Agreement, dated as of October 15,                  
1993^, by and                                                                   
among  the Company,  and the  stockholders of  Church &  Tower,                 
Inc.,  a Florida                                                                
corporation ("CT"), and Church & Tower  of Florida, Inc., a                     
Florida corporation                                                             
("CTF"), as  amended ^, pursuant to  which, among other  things,                
(i) the Company                                                                 
will acquire (the "Acquisition") all of the issued and                          
outstanding capital stock                                                       
of CT and  CTF in exchange for 10,250,000 shares  of the                        
Company's Common Stock,                                                         
par value $.10 per share ("Common Stock") ^ and (ii) immediately                
thereafter, the                                                                 
Company will redeem 3,153,847 shares of  Common Stock owned by                  
National Beverage                                                               
Corp. ("NBC") in consideration for the cancellation of certain                  
indebtedness owed                                                               
by NBC to the Company.                                                          

.To approve ^ an amendment to the Company's Certificate of                      
Incorporation (the                                                              
"Certificate") changing the name of the Company to MasTec Inc.                  

.To approve ^ an amendment to the Certificate increasing the                    
total number of                                                                 
shares of Common Stock which the Company is authorized  to issue                
from 25,000,000                                                                 
to 50,000,000.                                                                  

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.To approve an amendment  to  the Certificate  to eliminate  all                
designations,                                                                   
powers,  preferences,  rights,  qualifications,  limitations                    
and  restrictions                                                               
prescribed  in the  Certificate relating  to the  5,000,000                     
shares  of preferred                                                            
stock authorized by the Certificate and which may in the future                 
be issued by the                                                                
Company.                                                                        

.To approve an amendment to  the Certificate to adopt the                       
provisions of Section                                                           
102(b)(7) of the  Delaware General  Corporation Law  ("DGCL")                   
relating to  the                                                                
liability of directors.                                                         

.To approve an amendment to the Certificate to broaden  the                     
corporate powers of                                                             
the Company to the maximum  extent permitted by the DGCL and                    
make certain other                                                              
clarifications to the Certificate.                                              

.To approve the Company's ^ 1994 Stock Option Plan for                          
Non-Employee Directors.                                                         

.To approve the Company's 1994 Stock Incentive Plan.                            

.To transact such other business as may properly come before the                
Meeting.                                                                        

Upon consummation of the Acquisition and the transactions                     
contemplated thereby,                                                           
the former  stockholders of CT and CTF will own approximately                   
65% of the issued                                                               
and outstanding shares of Common Stock  of the Company.                         
Accordingly,  to the                                                            
extent they act in concert, the former stockholders of  CT and                  
CTF will have the                                                               
ability  to control the affairs of  the Company and control the                 
election of the                                                                 
Company's directors regardless of how the other stockholders may                
vote.                                                                           
Furthermore, such  persons will have  the ability to  control                   
other actions                                                                   
requiring stockholder approval, including certain fundamental                   
corporate                                                                       
transactions such as a merger  or sale of substantially all of                  
the  assets of                                                                  
the Company, regardless  of how the other stockholder may vote.                 
This ability                                                                    
may be enhanced  by the adoption of the proposed amendments to                  
the                                                                             
Certificate, including those which would  (i) increase the number               
of authorized shares of Common Stock from twenty-five million                   
(25,000,000) to                                                                 
fifty million (50,000,000)   and   (ii)  eliminate  all                         
designations, powers,                                                           

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preferences, rights, qualifications,  limitations and                           
restrictions  in the                                                            
Certificate relating  to the Company's preferred stock.                         

These  proposed amendments  to the Certificate  may be      
deemed to                                                                       
have the effect of making more  difficult the acquisition of            
control of the                                                                  
Company after the consummation of the Acquisition by means of           
a hostile                                                                       
tender offer, open market  purchases, a proxy contest or                
otherwise.  On                                                                  
the one hand, these amendments may be seen  as encouraging              
persons seeking                                                                 
to  acquire control  of the  Company to  initiate such  an              
acquisition                                                                     
through arm's length negotiations with  the Company;  on the            
other  hand,                                                                    
the amendments may have the effect of discouraging a third              
party from                                                                      
making  a tender offer or  otherwise attempting  to obtain              
control of the                                                                  
Company, even  though such an attempt may be  economically              
beneficial to the                                                               
Company and its stockholders.  Furthermore,  the proposed               
amendments  to the                                                              
Certificate and the fact that  the CT and CTF stockholders              
will own                                                                        
approximately 65% of the Common Stock after the consummation            
of the                                                                          
Acquisition and the transactions contemplated thereby may               
have a negative                                                                 
effect on the market price and liquidity of the Common Stock.           

Only holders of record of Common Stock of the Company at            
the close of                                                                    
business on ^, 1994 are entitled to notice of, and to vote              
at, the Meeting.                                                                

A complete list  of the stockholders entitled  to vote        
at  the Meeting                                                                 
will be open to examination by any stockholder, for any                 
proper purpose,                                                                 
during ordinary business hours for a period of ten days prior           
to the                                                                          
Meeting at the corporate offices of the Company at One North            
University                                                                      
Drive, Fort  Lauderdale, Florida  33324.   This list  will              
also  be kept                                                                   
at the Meeting and may be inspected by any stockholder                  
present.                                                                        

A  Proxy Statement,  setting forth  certain additional        
information, and                                                                
the Company's Annual Report on Form 10-K for the fiscal year            
ended April 30,                                                                 
1933 ^ and Quarterly Report on Form  10-Q for  the fiscal               
quarter ended ^                                                                 
October 31, 1993, accompany  this Notice  of Annual and                 
Special Meeting.                                                                

^                                                                       

All  stockholders  are cordially  invited  to attend        
the Meeting  in                                                                 
person.  Please complete  and return the  proxy in the                  
enclosed  envelope                                                              
addressed to the  Company, since a majority of the                      
outstanding shares                                                              
entitled to  vote at the Meeting  must be represented at the            
Meeting in                                                                      
order to transact  business.  Stockholders have the power to            
revoke any such                                                                 

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proxy at any time before it is voted and the giving  of such            
proxy will not                                                                  
affect the right to vote in person if the Meeting is                    
attended.  Your vote is                                                         
important.                                                              

                         By Order of the Board
of Directors,                                                                   

                     Nick A. Caporella
                         Chairman of the Board
of Directors                                                                    
                       President and Chief
Executive Officer                                                               

__________________, ^ 1994                                              
Fort Lauderdale, Florida                                                

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       ANNUAL AND SPECIAL MEETING OF
STOCKHOLDERS                                                                    
                    OF
                    BURNUP & SIMS INC.
                    ____________________

                   PROXY STATEMENT
                   ___________________

This Proxy Statement is furnished in connection with  the                       
solicitation by the                                                             
Board of Directors (the "Board of Directors") of Burnup & Sims                  
Inc., a Delaware                                                                
corporation ("Burnup & Sims" or  the "Company"), of proxies from                
the holders of                                                                  
the Company's Common Stock, par value $.10 per share (the "Common               
Stock"), for                                                                    
use at the 1993 Annual and Special Meeting of Stockholders of the               
Company to be                                                                   
held at the ________________, ______________ on ^,  1994  at                    
____ [a.m./p.m.],                                                               
______________  time  and   any  adjournments  or postponements                 
thereof (the                                                                    
"Meeting").                                                                     

The approximate date on which this Proxy Statement and the                      
enclosed form of                                                                
proxy are first being sent  to stockholders is ____________,  ^                 
1994.                                                                           
Stockholders should review the information  provided herein  in                 
conjunction                                                                     
with the Annual Report on Form 10-K of the Company for the fiscal               
year ended                                                                      
April 30, 1993  (the "Annual Report"), and  the Quarterly                       
Report on  Form 10-Q of  the Company for the  ^ six  months             
ended ^  October 31, 1993  which                                                
accompany this Proxy Statement.                                         

                    INFORMATION CONCERNING PROXY

The giving  of a  proxy does  not preclude  the right       
to  vote in  person should  any                                                 
stockholder  giving the  proxy so  desire.  The mailing                 
address of  the principal executive                                             
offices of the Company is P.O. Box 15070, Fort Lauderdale,              
Florida 33318.  A stockholder who                                               
gives a proxy may  revoke it at  any time before it  is                 
exercised, either  in person at  the                                            
Meeting or by filing with Ms. Margaret M. Madden,  Vice                 
President and Corporate Secretary of                                            
the Company, at  the address of the executive offices set               
forth  above, a written revocation                                              
or a duly executed proxy bearing a later date than the date             
of the proxy being revoked.                                                     

The cost  of preparing,  assembling and  mailing this       
Proxy Statement,  the Notice  of                                                
Annual and  Special Meeting  of Stockholders  and the                   
enclosed  proxy will be  borne by  the                                          

                   1

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Company.  In addition to  the use of mail, officers,                    
directors  and employees of the Company                                         
may solicit  proxies personally  and by  telephone.   The               
Company's  officers, directors and                                              
employees  will receive  no compensation  for  soliciting               
proxies  other than  their regular                                              
salaries.  The Company  has ^ retained Hill  & Knowlton to              
assist in  soliciting proxies for                                               
use  at the  Meeting   ^ for an  aggregate fee  of $8,000               
plus reimbursement  of reasonable                                               
out-of-pocket expenses.    The Company  may request  banks,             
brokers and  other  custodians,                                                 
nominees and fiduciaries to forward copies of the proxy                 
material to the beneficial owners on                                            
whose  behalf they  are holding  shares of  Common Stock  and           
to  request authority  for the                                                  
execution of  proxies.   The Company  may reimburse such                
persons for their  expenses in  so                                              
doing.                                                                  

                   PURPOSES OF THE MEETING

At the Meeting, the  Company's stockholders will            
consider and vote upon  the following                                           
matters:                                                                

1.    The election  of one member to  the Company's         
Board  of Directors to  serve as a                                              
Class II director.                                                      

2.    The approval of the terms of an Agreement, dated      
as of October 15, 1993 ^ by and                                                 
among  the Company  and the  stockholders  of Church  &                 
Tower,  Inc., a  Florida corporation                                            
("CT"), and Church & Tower of Florida, Inc., a Florida                  
corporation ("CTF"), as amended ^(the                                           
"Acquisition Agreement"),  pursuant  to which,  among  other            
things,  (i) the  Company  will                                                 
acquire all of the issued and outstanding capital stock of CT           
and CTF (collectively, the "CT                                                  
and CTF  Shares") in exchange for 10,250,000  shares of                 
Common Stock  (the "Burnup Shares"),                                            
and (ii)  immediately thereafter, the  Company will redeem              
3,153,847 shares  of Common Stock                                               
owed by  National Beverage Corp. ("NBC")  in consideration              
for  the cancellation  of certain                                               
indebtedness  owed by NBC  to the  Company.  The acquisition            
of CT  and CTF by  the Company                                                  
pursuant to the  terms of the Acquisition  Agreement is                 
sometimes herein referred to  as the                                            
"Acquisition".^                                                         

3.    The approval of an amendment to the Company's         
Certificate  of Incorporation (the                                              
"Certificate") changing the name of the Company to MasTec               
Inc.                                                                            

                   2

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4.    The approval of an amendment to the  Certificate      
increasing the total number  of                                                 
shares  of Common  Stock  which the  Company  is  authorized            
to issue  from  25,000,000  to                                                  
50,000,000.                                                             

5.    The approval of an amendment to the  Certificate      
to eliminate all  designations,                                                 
powers, preferences,  rights, qualifications, limitations and           
restrictions prescribed in the                                                  
Certificate  relating  to  the  5,000,000  shares  of                   
preferred  stock  authorized  by  the                                           
Certificate and which may in the future be issued by the                
Company.                                                                        

6.    The  approval of  an amendment  to the                
Certificate to  adopt the  provisions of                                        
Section  102(b)(7) of  the Delaware  General Corporation  Law           
(the  "DGCL") relating  to the                                                  
liability of directors.                                                 

7.    The approval of an amendment  to the Certificate      
to broaden the corporate powers                                                 
of  the  Company  to the  maximum  extent permitted  by  the            
DGCL  and  make certain  other                                                  
clarifications to the Certificate.                                      

8.    The  approval  of the  Company's  ^  1994 Stock       
Option  Plan  for  Non-Employee                                                 
Directors.                                                              

9.    The approval of the Company's ^ 1994 Stock            
Incentive Plan.                                                                 

10.   The transaction of  such other business as may        
properly come before the Meeting                                                
and any adjournments or postponements thereof.                          

As a condition to the consummation of the Acquisition,      
the stockholders of the Company                                                 
are required  to have  approved ^  each of  the foregoing               
amendments  to ^ the  Certificate,                                              
proposed  by the stockholders  of CT  and CTF.  If  each of             
the proposed amendments  to the                                                 
Certificate are not approved  by the requisite number of                
stockholder votes,  the Acquisition                                             
may not be  effected even  if the  terms of the  Acquisition            
Agreement  are approved  by the                                                 

                   3

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stockholders of the Company.  Additionally, the proposals to            
(i) approve such amendments to                                                  
the  Company's  Certificate,  (ii) approve  the  Company's ^            
1994  Stock  Option  Plan  for                                                  
Non-Employee  Directors and  (iii) approve the  Company's  ^            
1994  Stock Incentive  Plan are                                                 
conditioned upon  the approval of the  terms of the                     
Acquisition  Agreement.  Accordingly, if                                        
the  Acquisition  Agreement is  not  approved,  these                   
proposals,  even  if  approved  by the                                          
stockholders, will not be effected.                                     

Unless  a stockholder  otherwise specifies  therein,        
all  shares represented  by valid                                               
proxies will be voted FOR the  election as director of the              
Company of the person named under                                               
the caption "Election of Director," FOR the adoption of the             
Acquisition Agreement, FOR  each                                                
of the amendments  to the Company's Certificate, FOR approval           
of the  Company's ^ 1994 Stock                                                  
Option Plan  for Non-Employee  Directors and  FOR approval              
of the  Company's ^  1994  Stock                                                
Incentive Plan, and will be voted  at the discretion of the             
proxies on any other matter that                                                
may properly  come before the Meeting.  Where a stockholder             
has specified  how a proxy is to                                                
be voted, it will be voted accordingly.   The Board of                  
Directors does not know of any action                                           
to be taken at the Meeting other than the foregoing.                    

                   4

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            SUMMARY OF THE ACQUISITION AND RELATED
MATTERS                                                                         

The  following is a summary of  certain information         
contained in  this Proxy Statement                                              
concerning the Acquisition and matters related thereto.                 
This summary is provided for  your                                              
convenience, should not  be considered  complete, and  is               
qualified in its  entirety by  the                                              
detailed discussions contained  elsewhere in this Proxy                 
Statement, the  Financial Statements                                            
and Notes thereto  included herein or incorporated by                   
reference herein and by  reference to                                           
the  Acquisition Agreement,  ^ a copy  of which is  attached            
hereto as Appendix  A.  Certain                                                 
terms which are  used in this  Proxy Statement  are defined             
in  the summary.   THE COMPANY'S                                                
STOCKHOLDERS  ARE URGED  TO  READ  THE  ENTIRE  PROXY                   
STATEMENT  CAREFULLY,  INCLUDING  ALL                                           
APPENDICES HERETO AND ALL DOCUMENTS INCORPORATED HEREIN BY              
REFERENCE.                                                                      

The Company.  The Company is a corporation incorporated     
under the laws of the state of                                                  
Delaware with its principal offices located at One North                
University Drive, Fort Lauderdale,                                              
Florida 33324.  Where appropriate, the term the Company shall           
mean and include Burnup & Sims                                                  
Inc. and its subsidiaries.  The Company's telephone number is           
(305) 587-4512.                                                                 

The Company was founded in  1929 and currently provides     
a wide  range of cable design,                                                  
installation and maintenance services to telephone, CATV and            
utility services throughout the                                                 
United  States.   These services are rendered  through                  
various  subsidiary companies located                                           
principally in  California, Florida,  Georgia, Mississippi,             
North Carolina and  Texas.   In                                                 
addition, the Company is one  of ^ three major manufacturers            
of  power supplies for the CATV                                                 
industry, operates a motion picture theater chain in the                
southeastern U.S. and also provides                                             
commercial printing and graphic arts services.                          

CT and CTF.   CT and CTF provide  a broad range of          
services to  the telecommunications                                             
industry and are  engaged in ^ providing construction ^  and            
design ^ services to government                                                 
and  industry, in  South Florida.   CTF  is principally                 
involved in  providing engineering,                                             
construction and maintenance services to local utility                  
companies under master contracts.  CT                                           
is  a subcontractor of CTF  and engages in selected                     
construction projects in the public and                                         
private  sectors.   CT and  CTF are  sometimes collectively             
referred to  herein as  the "CT                                                 
Group."  See "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH            
CHURCH & TOWER, INC. AND CHURCH                                                 
& TOWER OF FLORIDA, INC. - Background on CT and CTF."                   

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The  Proposed Acquisition.   Pursuant to  the terms of      
the  Acquisition Agreement, the                                                 
Company will acquire the CT and CTF Shares in exchange for              
10,250,000 shares of Common Stock                                               
issued to  the present stockholders of CT  and CTF.  As a               
result of  the Acquisition, CT and                                              
CTF  will become  wholly-owned subsidiaries  of the  Company.           
The Acquisition  will become                                                  
effective  on the  business day  immediately following                  
receipt  of stockholder  approval and                                           
satisfaction or  waiver of all other conditions set forth  in           
the Acquisition Agreement (the                                                  
"Closing  Date" or  the "Closing").   See  "PROPOSAL TO                 
APPROVE ACQUISITION  AGREEMENT WITH                                             
CHURCH & TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC -               
Terms of Acquisition Agreement."                                                

Change of Control.  As a result of transactions             
contemplated by and in connection with                                          
the Acquisition, the  present stockholders of CT and CTF                
will ^ own approximately  ^ 65% of                                              
the  Common Stock  outstanding immediately  after the                   
Acquisition and  ^   the transactions                                           
contemplated thereby.   See "MANAGEMENT-Proposed Directors              
and Executive  Officers".  To the                                               
extent such persons act in concert, they will be controlling            
stockholders of the Company and                                                 
will have  the  ability to  control the  election  of the               
Company's  directors and  certain                                               
fundamental corporate transactions regardless of how the                
other stockholders may vote.   See                                              
"PROPOSAL  TO APPROVE ACQUISITION AGREEMENT WITH CHURCH  &              
TOWER, INC. AND CHURCH & TOWER OF                                               
FLORIDA, INC. - Certain Effects of the Acquisition - Change             
of Control".                                                                    

Requirements for Stockholder  Approval.   The ^ listing     
requirements  of The  National                                                  
Association of  Securities Dealers Automated Quotation System           
("NASDAQ") require stockholder                                                  
approval  of any ^  transaction, such  as the Acquisition, in           
which the  issuer proposes to                                                   
issue new shares of a listed class of securities constituting           
20% or more of the outstanding                                                  
shares of  such class prior to  the date of issuance.   The             
Burnup  Shares will constitute ^                                                
approximately 65% of the outstanding Common Stock following             
consummation of  the Acquisition                                                
and  the  transactions  contemplated  thereby.                          
Accordingly, it  is  a  condition  to  the                                      
consummation of the Acquisition that holders of  a majority             
of the outstanding Common  Stock                                                
approve the terms of the Acquisition Agreement.  The terms of           
the Acquisition Agreement were                                                  
reviewed  and approved by the  ^ Special Transaction                    
Committee of the  Board of Directors of                                         
the  Company (the "Special  Transaction Committee") ^ on                
behalf of the  stockholders of the                                              
Company (other than NBC and  its affiliates).  See                      
"MANAGEMENT -  Meetings and Committees of                                       
Board of  Directors" for the names of the members of the                
Special Transaction Committee ^ and                                             
the functions of such committee. The vote of  a majority of             
the unaffiliated stockholders of                                                

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the  Company is not  required to  approve the  Acquisition              
Agreement.  NBC,  which currently                                               
holds approximately 36% of the  shares of outstanding Common            
Stock, will  vote in connection                                                 
with the  proposal to approve the Acquisition Agreement.  A             
vote in favor of the Acquisition                                                
^ Agreement may  preclude a stockholder of the Company  from            
challenging the Acquisition and                                                 
the other  transactions described  in this  Proxy Statement             
and from  participating in, and                                                 
receiving damages,  if any, as  a result of any  action which           
has been or  may be filed  on                                                   
behalf of any or  all of the stockholders  with respect to              
such transactions.   See "CERTAIN                                               
TRANSACTIONS AND  LITIGATION" for a description  of a class             
action and derivative complaint                                                 
relating to,  among other things,  the Acquisition Agreement            
and  certain other transactions                                                 
described in this  Proxy Statement.   On November  16, 1993,            
the  Board of Directors  of the                                                 
Company approved the Acquisition. ^                                     

The  Redemption.    The  Acquisition  Agreement             
provides  ^  as  a  condition to  the                                           
consummation of the Acquisition by the  stockholders of CT              
and CTF and the Company that  (i)                                               
the Company shall  have entered into a  written agreement               
with  NBC ^ pursuant  to which the                                              
Company ^ shall  have agreed to redeem 3,153,847 shares  of             
Common Stock owned  by NBC ^(the                                                
"Redemption", together with the Acquisition, the                        
"Transaction"), (ii) all of  the conditions                                     
to  the consummation  of  the Redemption  shall have  been              
satisfied  or waived,  except the                                               
condition requiring  consummation of the Acquisition,  and              
(iii) the  stockholders of CT and                                               
CTF  shall have received  a written certificate from  the               
Chief Executive  Officer and Chief                                              
Financial Officer  of the Company  that all of  the                     
conditions  to the  consummation of  the                                        
Redemption shall have been satisfied or waived, except  the             
condition to the Redemption that                                                
the Acquisition shall have  occurred, which certificate shall           
be supported by  a certificate                                                  
from the Chief Executive Officer of NBC,  to the same effect.           
Accordingly,  the Acquisition                                                   
will be consummated prior to the Redemption.  The Redemption            
was negotiated and  approved by                                                 
the Special Transaction Committee on behalf  of the                     
stockholders of the Company (other  than                                        
NBC and its affiliates). The Redemption will not be                     
consummated unless the Acquisition shall                                        
have  occurred.    Accordingly,  assuming  satisfaction  of             
all  other  conditions  to  the                                                 
consummation of the Acquisition, approval by stockholders of            
the Acquisition Agreement shall                                                 
result in consummation of the Redemption. The  consideration            
for the Redemption will be  the                                                 
cancellation of the  outstanding principal  of $17,500,000 of           
a 14%  Subordinated Debenture                                                   
(the "Subordinated  Debenture")  owed to  the  Company  by              
NBC and  ^  crediting  the  next                                                
succeeding principal  payments in  the  amount of  $592,313             
of  a  promissory note  with  an                                                
outstanding  principal  amount  of ^  $1,371,430  owed  to              
the  Company  by NBC  (the "Other                                               
Indebtedness").  Nick A. Caporella,  the Chairman of the                
Board of Directors, President  and                                              
Chief Executive  Officer of  the Company  is also the                   
Chairman of the  Board of  Directors,                                           

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President, Chief  Executive Officer and controlling                     
stockholder of  NBC.   On November  16,                                         
1993, the Board of Directors of the Company approved the                
Redemption.  The Board of Directors                                             
of NBC has not yet  met to consider the terms  of the                   
Redemption.  See  "PROPOSAL TO APPROVE                                          
ACQUISITION  AGREEMENT WITH  CHURCH &  TOWER, INC.  AND                 
CHURCH  & TOWER  OF FLORIDA,  INC. -                                            
Interest of  Certain Persons in Matters  to be  Acted Upon^",           
and  CERTAIN TRANSACTIONS  AND                                                  
LITIGATION."                                                            

Fairness  Opinion.    The  Special  Transaction             
Committee  has  retained  PaineWebber                                           
Incorporated ("PaineWebber") as a  financial advisor in                 
connection  with the Acquisition and                                            
the  transactions  contemplated thereby  to render  an                  
opinion to  the  Special Transaction                                            
Committee  as  to  the fairness  from  a  financial point  of           
view  of  the  Transaction. On                                                  
November 16, 1993, representatives of PaineWebber  advised              
the Special Transaction Committee                                               
of its valuation analysis  and indicated that they were not             
aware of any facts on such date                                                 
that would preclude such representatives from recommending to           
PaineWebber's fairness opinion                                                  
committee that on such date, the  Transaction is fair, from a           
financial point of view to the                                                  
Company and  the holders of Common Stock other than NBC and             
its  affiliates.  On January 18,                                                
1994,  PaineWebber delivered  their written opinion  which is           
attached hereto  as Appendix B                                                  
indicating  that  each  of the  Acquisition,  Redemption and            
Transaction  is  fair, from  a                                                  
financial point of view  to the Company and the holders  of             
Common Stock, other than NBC and                                                
its  affiliates.  The  opinion of PaineWebber sets  forth the           
assumptions  made, the matters                                                  
considered  and the scope of the review.   PaineWebber will             
reaffirm its opinion immediately                                                
prior to the Meeting.   See "PROPOSAL TO APPROVE ACQUISITION            
AGREEMENT WITH CHURCH  & TOWER,                                                 
INC. AND CHURCH & TOWER OF FLORIDA, INC. - Report and Opinion           
of Financial Advisor."                                                          

Outstanding Stock  Options.  Pursuant to  the terms of      
the Acquisition Agreement, the                                                  
Company  is required  to take  all necessary  action to                 
cause the acceleration,  in certain                                             
instances, of  the vesting periods of  options and  rights to           
elect alternative  settlement                                                   
methods issued pursuant to the Company's 1976 Stock Option              
Plan and  1978 Stock Option Plan.                                               
See  "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &           
TOWER, INC. AND CHURCH & TOWER                                                  
OF FLORIDA, INC. -Certain Effects of the Acquisition --                 
Outstanding Stock Options."                                                     

Conditions to Acquisition.   There are a number of          
conditions  which must be satisfied                                             
prior to  or simultaneous with the  Acquisition, including              
certain  matters relating  to the                                               
Redemption.  See "PROPOSAL  TO APPROVE ACQUISITION AGREEMENT            
WITH CHURCH & TOWER, INC.  AND                                                  
CHURCH & TOWER OF  FLORIDA, INC. -Terms of  the Acquisition             
Agreement  -- Conditions of  the                                                
Acquisition."                                                           

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Reasons  for the  Acquisition.   ^ In  determining to       
recommend  the approval  of the                                                 
Acquisition  Agreement and the transactions  contemplated               
thereby to the Board of Directors,                                              
and in  approving the  Acquisition Agreement and  the                   
transactions  contemplated thereby and                                          
recommending  that  stockholders  approve  and  adopt  the              
Acquisition  Agreement  and  the                                                
transactions  contemplated  thereby,  the  Special                      
Transaction  Committee  and  the  Board,                                        
respectively, considered  and based their opinion  as to  the           
fairness  of the  transactions                                                  
contemplated by the Acquisition Agreement,  on a number of              
factors, including the following:                                               
(i)  the belief of the  Board and Special Transaction                   
Committee that the combination  of the                                          
Company,  CT and CTF is an  attractive business opportunity             
because  the Company's financial                                                
condition,  business  prospects  and  senior  management will           
be  strengthened  through the                                                   
consummation of the Acquisition and greater economies of                
scale and synergies will be created                                             
through the  Acquisition; (ii) the ^ belief  of the Board and           
Special Transaction Committee                                                   
that  significant favorable  recent  developments  are                  
taking  place  in the  domestic  and                                            
international telecommunications  industry and  the combined            
entity  will be  better able to                                                 
compete in  the global marketplace; and  (iii) the oral  and            
written  presentations and  the                                                 
written opinion of PaineWebber  as to the fairness from a               
financial  point of view of the  ^                                              
Transaction  to  the  Company and  the  holders of  Common              
Stock  other  than  NBC and  its                                                
affiliates.   See "PROPOSAL TO APPROVE  ACQUISITION AGREEMENT           
WITH CHURCH &  TOWER, INC. AND                                                  
CHURCH  & TOWER OF FLORIDA,  INC. - ^"Background of                     
Transaction and Reasons for Engaging in                                         
the Acquisition."                                                       

Directors  and Management of the  Company Following the     
Acquisition.   The Acquisition                                                  
Agreement  provides that  upon  consummation  of  the                   
Acquisition  and the  ^  transactions                                           
contemplated thereby, the Board of Directors will hold a                
meeting at which (i) Jorge Mas will                                             
be  elected as  President and  Chief Executive  Officer of              
the Company  and the  Board will                                                
determine his compensation and  (ii) the size  of the Board             
will be expanded  from five  to                                                 
seven members.   The directors intend to appoint Jorge L. Mas           
Canosa  as a Class II director                                                  
and Jorge Mas as a Class I director.  Prior to the conducting           
of any  other business at such                                                  
meeting, Nick A.  Caporella (a Class I  Director) and Leo  J.           
Hussey (a  Class III Director)                                                  
will resign  from the Board of  Directors.  The  remaining              
directors will  appoint Eliot  C.                                               
Abbott as a  Class II  Director and Arthur  B. Laffer as  a             
Class  III Director to  fill the                                                
resulting vacancies.  Messrs. Mas Canosa and Mas are                    
controlling stockholders of ^ CTF and ^                                         
CT, respectively.  See "MANAGEMENT -Proposed Directors and              
Executive Officers" and EXECUTIVE                                               
COMPENSATION - Report of Compensation and Stock Option                  
Committee."                                                                     

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Appraisal Rights.   The holders of Common  Stock are        
not entitled to  appraisal rights                                               
under Delaware law with respect  to the Acquisition or any              
transactions  contemplated by the                                               
Acquisition Agreement.                                                  

Restrictions  on  Resales  of Burnup  Shares.    The        
Burnup  Shares  received  by the                                                
stockholders of  ^ CT and  CTF in connection with the                   
Acquisition will be subject to certain                                          
restrictions on transfer.  Pursuant to the  Acquisition                 
Agreement, however, the Company  has                                            
agreed,  under certain  circumstances, to  register  the                
Burnup  Shares.   See  "PROPOSAL TO                                             
APPROVE ACQUISITION AGREEMENT  WITH CHURCH &  TOWER, INC. AND           
CHURCH AND TOWER OF  FLORIDA,                                                   
INC. - Terms of the Acquisition  Agreement -- Registration              
Rights" and "PROPOSAL  TO APPROVE                                               
ACQUISITION AGREEMENT  WITH  CHURCH  & TOWER,  INC.  AND                
CHURCH  & TOWER  OF  FLORIDA,  INC.                                             
-Restrictions on Resales of Burnup Shares to be Issued in the           
Acquisition."                                                                   

Indemnification.  The Acquisition Agreement provides        
that in certain circumstances (i)                                               
the Company will  indemnify and hold   harmless CT, CTF and             
their respective  stockholders ^                                                
and (ii) the  CT and CTF  stockholders will indemnify  and              
hold ^ harmless  the Company, its                                               
subsidiaries and their respective officers and directors.               
The aggregate liability of the CT                                               
and  CTF stockholders is  limited to  the sum of $1,000,000             
plus the  aggregate fair market                                                 
value of 350,000 Burnup Shares on the date of payment.  The             
Company's aggregate liability is                                                
limited to the sum of  $2,500,000.  The Acquisition Agreement           
also  provides that at Closing                                                  
the Company  will enter into an  Indemnification Agreement              
with  certain current  and former                                               
directors  and officers of  the Company pursuant to  which              
the Company will  be obligated to                                               
indemnify and  hold harmless  such directors  and officers to           
the  fullest extent  permitted                                                  
under Delaware law, subject to certain limitations, for a               
period of six years after Closing                                               
for all damages and costs which they suffer or incur by                 
reason of the fact that they were or                                            
are  a director or officer  of the Company.   See "PROPOSAL             
TO APPROVE ACQUISITION AGREEMENT                                                
WITH CHURCH & TOWER, INC. AND  CHURCH AND TOWER OF FLORIDA,             
INC. ^- Terms of the Acquisition                                                
Agreement - Indemnification."                                           

Accounting  Treatment.  The Acquisition will be             
accounted for as a "purchase", as such                                          
term  is used under generally  accepted accounting                      
principles,  for accounting and financial                                       
reporting purposes.  Because of certain factors, including              
the fact that  the ^ stockholders                                               
of the CT  Group will hold a  majority of the Common Stock              
subsequent to the ^  Closing and                                                
that they  or their designees  will constitute a  majority of           
the Board of  Directors, it is                                                  
anticipated that the  Acquisition will be  treated as a                 
"reverse  acquisition", with the  CT                                            

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Group considered to be the acquiring entity.  See "PROPOSAL             
TO APPROVE ACQUISITION AGREEMENT                                                
WITH CHURCH  & TOWER,  INC. AND CHURCH  & TOWER  OF FLORIDA,            
INC.  - Certain  Effects of the                                                 
Acquisition -- Accounting Treatment."                                   

Certain  Federal  Income Tax  Considerations.   The         
stockholders of  CT and  CTF have                                               
received an opinion from Price  Waterhouse ^ substantially to           
the effect  that, on the basis                                                  
of  the facts  in existence  at the  Closing Date,  the                 
Acquisition  constitutes a  tax-free                                            
reorganization within the meaning of Section 368(a) of the              
Internal Revenue Code of 1986, as                                               
amended (the "Code").  See "PROPOSAL  TO APPROVE ACQUISITION            
AGREEMENT WITH CHURCH  & TOWER,                                                 
INC. AND CHURCH  & TOWER OF FLORIDA, INC.  - Certain Effects            
of  the Acquisition --  Federal                                                 
Income Tax Considerations."                                             

Other  Approvals.     The   Acquisition  is  subject        
to  the   requirements  of  the                                                 
Hart-Scott-Rodino  Antitrust Improvements Act of 1976,  as              
amended (the "HSR  Act"), and the                                               
rules and regulations thereunder.   ^ On January 21, 1994,              
the Company and the CT Group made                                               
the  necessary filings  under the  HSR Act  with the  Federal           
Trade  Commission  and Justice                                                  
Department.  Under the provisions of  the HSR Act, the                  
Acquisition ^  may not be consummated                                           
until  ^ the thirty day waiting period  expires, unless the             
request for early termination of                                                
the waiting  period by the Company and the CT Group is                  
granted.  Additionally, under certain                                           
of the loan  documents between the Company  and its senior              
bank lender, and  between the CT                                                
Group  and its bank lender (which is the same as  the                   
Company's lender), the written consent                                          
of  such ^   lender  is  required to  consummate the                    
Acquisition.   Such lender  has orally                                          
indicated to  each of the  Company and the CT Group  that it            
intends to  provide its written                                                 
consent for consummation of the Acquisition, subject to                 
certain conditions.  The Company and                                            
the  CT Group are not currently aware  of any other material            
permits, approvals, consents or                                                 
similar actions that are required for consummation of the               
Acquisition.                                                                    

Approval  by CT  and CTF Stockholders.   The                
stockholders  of each of CT  and CTF have                                       
unanimously approved the Acquisition Agreement^.                        

Amendments to the  Company's Certificate.  As a             
condition to the consummation  of the                                           
Acquisition,  the  Company  is  required  to  have  approved            
certain  amendments  to ^  the                                                  
Certificate  proposed by  the ^  CT  Group.   See "PROPOSAL             
TO APPROVE   AMENDMENTS  TO THE                                                 
COMPANY'S CERTIFICATE OF INCORPORATION."  The affirmative               
votes of the holders of a majority                                              

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of the outstanding  Common Stock will be  required for                  
approval  of ^ each  amendment to the                                           
Certificate.    The  proposed  amendments  to  the                      
Certificate  are  contingent  upon   the                                        
consummation of the Acquisition and, as  such, will not be              
effected unless the terms of  the                                               
Acquisition Agreement are approved at the Meeting.                      

The  Proposal to  Approve the  Company's ^  1994 Stock      
Option  Plan for  Non-Employee                                                  
Directors.   The CT and CTF stockholders have proposed,                 
subject  to approval by the Board of                                            
Directors and the holders of the Common Stock, the ^ 1994               
Stock Option Plan for Non-Employee                                              
Directors  (the "Directors'  Plan").   ^  There will  be                
400,000  shares  of Common  Stock ^                                             
reserved  for  issuance pursuant  to  the  Directors'  Plan.            
The  members of  the  Special                                                   
Transaction Committee have agreed  not to participate in the            
Directors' Plan.  See "PROPOSAL                                                 
TO APPROVE 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE                      
DIRECTORS."                                                                     

The Proposal to Approve ^ 1994 Stock Incentive Plan.        
The CT and CTF stockholders have                                                
proposed,  subject to approval by the Board of Directors and            
the holders of Common Stock ^,                                                  
the ^  1994 Stock Incentive Plan (the "Incentive Plan") for             
key employees of the Company and                                                
its subsidiaries  to replace the existing  1976 Stock Option            
Plan  (the "Current Plan").   ^                                                 
There  will be  800,000  shares of  Common Stock  ^  reserved           
for  issuance pursuant  to the                                                  
Incentive Plan.  See "PROPOSAL TO APPROVE ^ 1994 STOCK                  
INCENTIVE PLAN."                                                                

Operations Following the Acquisition.  Following            
consummation of the Acquisition, each                                           
of CT and CTF will become a wholly-owned subsidiary of the              
Company.  Other than as described                                               
herein, it is  the present intention of the CT  and CTF                 
stockholders to  operate the Company                                            
under their present names and related trade names in                    
substantially the same manner following                                         
consummation  of  the  Acquisition as  currently  being                 
operated.    The  proposed Board  of                                            
Directors  will, upon consummation  of the Acquisition,                 
review  additional information about                                            
the Company and,  upon completion of  such review,  may                 
develop or propose  plans which  may                                            
result in changes  in the operations of  the Company.  See              
"PROPOSAL TO APPROVE ACQUISITION                                                
AGREEMENT  WITH CHURCH  & TOWER,  INC. AND  CHURCH &  TOWER             
OF FLORIDA,  INC. -  Operations                                                 
Following the Acquisition."                                             

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         PROPOSAL TO APPROVE ACQUISITION
AGREEMENT                                                                       
                   WITH CHURCH & TOWER, INC. AND
                   CHURCH & TOWER OF FLORIDA, INC.

General                                                                 

^  A copy  of the  Acquisition Agreement  ^  is             
attached  to this  Proxy  Statement as                                          
Appendix A  and incorporated  herein by reference.   The                
following  summary of the  material                                             
terms  of the Acquisition Agreement, and the potential                  
consequences thereof does not purport                                           
to be complete.  The discussion of the Acquisition Agreement            
is qualified in its entirety by                                                 
reference to the text of the Acquisition Agreement.  The                
Company's stockholders are urged to                                             
read the entire proxy statement carefully, including all                
appendices hereto and all documents                                             
incorporated herein by reference.                                       

The Closing under the Acquisition Agreement will occur      
on the business day immediately                                                 
following receipt of stockholder approval and satisfaction or           
waiver of all other conditions                                                  
set  forth in  the Acquisition  Agreement.   As a  result,              
each  of CT  and CTF  will become                                               
wholly-owned subsidiaries of the Company and the former                 
stockholders of CT and CTF  will own                                            
approximately ^ 65% of  the outstanding Common Stock after              
giving  effect to the Acquisition                                               
and the transactions contemplated thereby  and, to the extent           
they act in concert,  will be                                                   
controlling stockholders  of the Company.   See "  - Certain            
Effects of  the Acquisition  -                                                  
Change in Control".                                                     

The ^ listing  requirements of NASDAQ require               
stockholder approval of any acquisition                                         
transaction in which the issuer proposes to issue new shares            
of a listed class of securities                                                 
constituting 20% or  more of  the outstanding  shares of                
such class  prior to  the date  of                                              
issuance.   The Burnup Shares will constitute 65% of the                
outstanding Common Stock following                                              
consummation  of the Acquisition and the transactions                   
contemplated thereby.  Accordingly, it                                          
is a condition to the Acquisition that holders of a majority            
of the outstanding Common Stock                                                 
of the Company approve the terms of the Acquisition                     
Agreement.                                                                      

The  terms of  the Acquisition  Agreement were              
reviewed and  approved by  the Special                                          
Transaction  Committee on behalf of the stockholders of the             
Company (other than NBC and its                                                 
affiliates).  The vote of a majority  of the unaffiliated               
stockholders of the Company is not                                              

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required to approve the Acquisition Agreement.  NBC, which              
currently holds approximately 36%                                               
of the shares  of outstanding Common  Stock, will  vote in              
connection with  the proposal  to                                               
approve  the Acquisition  Agreement.   A  vote in  favor of             
the  Acquisition Agreement  may                                                 
preclude a  stockholder  of the  Company from  challenging              
the  Acquisition and  the  other                                                
transactions  described in this  Proxy Statement  and from              
participating in,  and receiving                                                
damages, if any, as  a result of any action which has been              
or may be filed on behalf of any                                                
or all of the stockholders with respect to such transactions.           
See "CERTAIN TRANSACTIONS AND                                                   
LITIGATION" for a description of a class action and                     
derivative complaint  relating to, among                                        
other things,  the Acquisition  Agreement and certain  other            
transactions  described in this                                                 
Proxy Statement.                                                        

Background ^ of CT and CTF                                              

CTF was incorporated under the laws of Florida in 1968.     
Since 1969, CTF has performed                                                   
engineering, construction and maintenance services on  behalf           
of Southern Bell, an affiliate                                                  
of BellSouth, pursuant to master contracts covering outside             
plant work.  CTF currently holds                                                
three such  master contracts, expiring at  various times                
through  1996, for Dade  County and                                             
south Broward  County, Florida.    The revenues  generated              
under  such contracts  constitute                                               
approximately  70% of  its total  combined  revenues.   CTF             
also provides  construction and                                                 
maintenance services under individual contracts to local                
utilities, including the Miami-Dade                                             
Water and Sewer Department.                                             

CT  was  incorporated  under  the  laws  of  Florida in     
1990  to  engage  in selected                                                   
construction projects  in the public and  private sectors.              
In 1990,  a joint venture  (the                                                 
"9001 Joint Venture") of which CT is the majority partner was           
established for the purpose of                                                  
constructing a detention facility in Dade County with a                 
capacity of approximately 2,500 beds                                            
which was completed in 1993.   In September, 1990, CT entered           
into a joint venture (the "OCT                                                  
Joint  Venture") of  which  CT  is  a 20%  minority  partner            
with  ^  Constructora  Norberto                                                 
Odebrecht,  an international  construction contractor,  to              
construct  governmental projects.                                               
The OCT Joint  Venture has completed the  Brickell Extension            
Project of  the City of Miami's                                                 
Metro  Mover, an elevated transportation system, and has                
begun construction of a landfill in                                             
south Dade County.                                                      

In  May 1992,  CT merged  with Communication                
Contractors, Inc.,  an affiliate  of CTF                                        
engaged primarily in providing manpower and equipment to CTF.           
Since  the merger, work under                                                   
the Southern Bell master contracts  has been subcontracted to           
CT.  The principal  offices of                                                  

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CT and CTF are located at 10441 S.W. 187th Street, Miami,               
Florida  33157 and their telephone                                              
number is (305) 233-6540.                                               

^ Background of Transaction                                             

The acquisition  by the  Company  of CT  and  CTF           
represents  the culmination  of  the                                            
Company's  efforts to implement  a transactional  solution to           
the operational  and strategic                                                  
challenges resulting from the impact of the recession on the            
Company's core operations.                                                      

The recent recession resulted in the deferral or            
cancellation of construction projects                                           
and a  general contraction  in the market  for the  services            
comprising  the Company's  core                                                 
business.   The  Company believed  that while  it had                   
adequate resources to  participate in                                           
renewed growth  in the market  expected to occur following              
the  recession's anticipated end,                                               
its ability to participate in that growth  would be enhanced            
if it combined with a strategic                                                 
partner.  It was the Company's view that an appropriate                 
partner would be one which conducted                                            
substantial  business in the  telecommunications services               
industry, had  strong  operational                                              
management  and a history of positive operating results.  The           
Company's management and Board                                                  
recognized that  the  search for  a  strategic  partner                 
would have  to  be  conducted  with                                             
sensitivity to  the possible  detrimental  effects that  such           
a  search  could have  on  the                                                  
Company's core business.                                                

In February  1992, the Company  announced that it  had      
entered into  an agreement with                                                 
certain  stockholders  of  Dycom  Industries,  Inc.                     
("Dycom"),  a  company  engaged in  the                                         
telecommunications industry, pursuant to which,  among other            
things, ^  the Company acquired                                                 
an option to purchase approximately  9.9% of the outstanding            
common stock  of Dycom.  At the                                                 
time, the Company  was seeking to effect a merger  or                   
business combination with  Dycom.  The                                          
Company believed  that the  combined entity  would result in            
cost  saving efficiencies  that                                                 
would enhance  earnings.   Over the course  of the next  few            
months,  representatives of the                                                 
Company unsuccessfully attempted  to commence discussions               
with members of  senior management                                              
of Dycom,  as well as  its Board of Directors.   On December            
3, 1992,  the Company announced                                                 
that the agreement had expired pursuant to its terms.                   

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^ In  August 1992,  after  numerous attempts  to            
negotiate  with Dycom  had failed,  a                                           
meeting  of the Special Transaction Committee of the Board of           
Directors was held to consider                                                  
alternatives  in light  of   the  decline  in profitability.            
The members  of  the Special                                                  
Transaction Committee  are Messrs.  Conlee, Morse  and                  
Hathorn.   During  the course  of the                                           
meeting, representatives of PaineWebber discussed with                  
members of the Committee a variety of                                           
alternatives  to enhance shareholder value, including a                 
merger, sale of all or substantially                                            
all of the assets or  other business combination.  In                   
addition,  the Committee discussed the                                          
lack of any expression of interest by third parties to engage           
in a business combination with                                                  
the  Company in spite  of the Company's public  announcements           
that it was  seeking to effect                                                  
such a transaction.  The difficulty of managing the Company's           
business during any attempt to                                                  
seek strategic partners was also discussed.  Prior to                   
conclusion of the meeting, the Special                                          
Transaction Committee requested PaineWebber to prepare a                
proposal for the Committee's review                                             
with respect to  engaging PaineWebber as financial  advisor             
in connection  with the sale  or                                                
merger of the Company.                                                  

In October 1992, the  Board of Directors of the Company     
^   held a meeting to  discuss                                                  
the  engagement of  PaineWebber by  the Special Transaction             
Committee to  explore strategic                                                 
alternatives for the Company,  including the sale of  part or           
all of the  Company.  Although                                                  
PaineWebber was  not formally  engaged  by the  Special                 
Transaction  Committee,  PaineWebber                                            
reflected upon  strategic merger  and  acquisition                      
alternatives  and attempted  to  identify                                       
likely candidates for merger, joint ventures and/or partners            
for all or part of the Company.                                                 
While PaineWebber considered certain companies as potential             
candidates, preliminary analysis                                                
and efforts  by PaineWebber  led it  to conclude  that there            
was a very  low likelihood  of                                                  
effecting  a transaction  with  any  such candidates.    In             
the course  of  its activities,                                                 
PaineWebber noted  that the impact of  the economic recession           
on  the industry of  which the                                                  
Company  is a  part  substantially  reduced the  likelihood             
of  successfully  concluding  a                                                 
transaction, both because of effects of that  recession on              
the Company's performance and the                                               
effects of  the recession  on potential other parties  to a             
transaction.  In  addition, the                                                 
interrelationship  between the  Company  and NBC  increased             
the difficulty  of effecting  a                                                 
transaction.                                                            

In April 1993, representatives of the Company  were         
contacted by Jorge Mas,  President                                              
of CT, who expressed an interest in meeting with the Company            
to  discuss a possible business                                                 
combination with the  Company.  From late April 1993  through           
July 1993, Nick  A. Caporella,                                                  
Chairman of  the  Board, President  and Chief  Executive                
Officer  of the  Company, met  with                                             

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representatives of the CT Group and discussed in conceptual             
terms the  possibility of such a                                                
transaction.    At these  meetings,  which  were informal               
and  general  in  nature, various                                               
structural possibilities pursuant to which the companies                
could be combined were explored.                                                

On  July 10,  1993, a  meeting of  the Strategic            
Planning Committee  of the  Board of                                            
Directors of the Company (which includes the  members of the            
Special Transaction  Committee)                                                 
was held.  The members  of the  Committee, who  had been                
advised from  time to time  of the                                              
discussions with  CT Group prior to the meeting, were                   
informed of the nature of the business                                          
of CT and  CTF, their management and  financial results and             
the  impact an acquisition would                                                
have on the operations of the Company.  Mr. Caporella                   
informed the  members of the Strategic                                          
Planning Committee of  the discussions he had held with                 
representatives of  the CT Group and                                            
explored with  the  members of  the Committee  the                      
possibility  of a  business  combination                                        
transaction.  Mr. Caporella also  advised the Committee that            
the CT  Group indicated that it                                                 
may require  that the repurchase  of the Company's stock held           
by NBC be a  condition to any                                                   
such acquisition.  Mr. Caporella also noted that a likely               
result of the transaction would be                                              
that the stockholders of the  CT Group would become                     
significant stockholders of the Company.                                        
Mr. Caporella  also indicated that in  light of a  condition            
requiring repurchase  of Common                                                 
Stock from NBC, the  terms of any such transaction would                
require the review  and approval of                                             
the  Special  Transaction Committee  of  the  Board of                  
Directors.    Mr.  Caporella further                                            
indicated  that stockholder approval would be required for              
such an acquisition in accordance                                               
with the  rules of  NASDAQ.   The Strategic  Planning                   
Committee  then discussed the  various                                          
alternatives available to  the Company, including the lack              
of any viable alternatives which                                                
could maximize  shareholder value,  such as a                           
recapitalization,  extraordinary dividend,  or                                  
sale of assets to other third parties.  The Committee noted             
that previous attempts to find a                                                
buyer  for  the Company  were  unsuccessful  and that  a                
recapitalization  or extraordinary                                              
dividend could  not be effectuated in light of the losses               
being reported by the Company, the                                              
effect such a  transaction would have on  the Company's cash            
flow and the  inability of the                                                  
Company to obtain sufficient borrowings to fund such                    
transactions.  At the conclusion of the                                         
meeting, the Committee determined  that Mr. Caporella should            
hold further meetings  with the                                                 
CT Group and report his progress to the Committee or the full           
Board at a later date.                                                          

From late  July through mid August  1993, the  parties      
and  their respective  advisers                                                 
negotiated the terms of a letter agreement (the "Letter                 
Agreement").  On  August 18, 1993, a                                            
meeting  was held among representatives of the Company and              
the stockholders of the CT Group                                                
and their advisors  at which time the  Letter Agreement was             
executed.  The  Letter Agreement                                                

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provided  a format  to proceed  forward with  a possible                
transaction pursuant to  which the                                              
stockholders of the CT Group would exchange the CT and CTF              
Shares for shares of Common Stock                                               
of the  Company and contained  a number of conditions,                  
including  satisfactory completion of                                           
due diligence,  an agreement as to the number of  shares of             
Common Stock to be issued in the                                                
Acquisition, the requirement  by the CT Group that the                  
ownership by NBC of  Common Stock of                                            
the Company be reduced or eliminated on terms acceptable to             
the Company and the stockholders                                                
of the CT Group and  approval of the transaction by the                 
stockholders and Board of Directors                                             
of  the Company.  During the meeting, the parties  also                 
discussed the due diligence process,                                            
regulatory requirements and fiduciary obligations applicable            
to such a transaction.                                                          

Effective  August  1,  1993,  PaineWebber was  retained     
by  the  Special  Transaction                                                   
Committee for  the purpose  of acting  as its  financial                
adviser to  render an opinion  with                                             
respect to  the terms of  the Acquisition.   See "PROPOSAL TO           
APPROVE  ACQUISITION AGREEMENT                                                  
WITH CHURCH  & TOWER,  INC. AND CHURCH  & TOWER OF  FLORIDA,            
INC.  - Report  and Opinion  of                                                 
Financial Advisor."                                                     

In  September  1993,  representatives  of  the  Company     
and  the  CT  Group  commenced                                                  
negotiations  of the terms of the Agreement.   Various issues           
regarding the structure of the                                                  
transaction, indemnification  obligations, conditions to the            
transaction and other material                                                  
terms of the Agreement were discussed and reviewed.                     

In  September 1993, representatives of  PaineWebber met     
with management of the Company                                                  
and management of the CT Group to review the respective                 
businesses, operations and prospects                                            
of  each of  the Company,  CT and  CTF.   Thereafter,                   
numerous  discussions were  held among                                          
PaineWebber, the Company and CT Group with respect to the               
financial results of each company.                                              

On September 20, 1993, a meeting of the Board of            
Directors of the Company  was held to                                           
discuss the status of the negotiations with the CT Group as             
well  as financial due diligence                                                
.   During the  meeting,  representatives of  PaineWebber,              
at the  request of  the  Special                                                
Transaction Committee, provided an overview of  the due                 
diligence that had been conducted to                                            
date  by  PaineWebber.    The  Committee  also  held  lengthy           
discussions  concerning   the                                                   
negotiations that had taken place to date with respect to the           
terms of the transaction.  The                                                  
Board  discussed the desire to promptly  pursue negotiations            
with representatives  of the CT                                                 

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Group  and the  need to  engage in  negotiations which  would           
result  in the  most favorable                                                  
transaction for shareholders of the Company.   The Board                
noted that the initial negotiations                                             
were held between management of each company and concluded              
that engaging outside advisors to                                               
negotiate the transaction would only increase the  costs and            
length of time to  complete the                                                 
transaction and negatively impact  the relationship which               
had been established between  the                                               
managements  of  each  Company.    The  Board  authorized               
management  of  the  Company,  in                                               
consultation with the advisors to the Special Transaction               
Committee, to proceed forward with                                              
its negotiations  based upon  the matters discussed at  the             
meeting  and to review  with the                                                
Board the final terms of the Acquisition Agreement prior to             
its execution.                                                                  

Subsequent to this meeting, the Special Transaction         
Committee engaged outside  counsel                                              
to represent it in connection with the transaction.                     

On September 23, 1993, the Company issued a press           
release announcing its negotiations                                             
with the CT Group.   The high and low sales prices for  the             
Common Stock as quoted on NASDAQ                                                
as of September 22, 1993 were $3.25 and $3.00, respectively.            

^ On  October 18, 1993,  a meeting of the Board  of         
Directors was held  to discuss the                                              
terms of the Acquisition  Agreement ^ and other  related                
matters.   During the meeting,  the                                             
Board reviewed the  terms of the Acquisition  Agreement as              
well as the financial  results of                                               
the CT Group.  The Board also  discussed the number of shares           
of Common  Stock that would be                                                  
issued by the Company  to the stockholders of the CT Group,             
including the fact that the  CT                                                 
Group had made  known its intentions to be  a significant               
shareholder following consummation                                              
of the Acquisition and the transactions contemplated thereby.           

^ Later that  day, a meeting  of the  Special               
Transaction Committee was  held for  the                                        
purpose of  reviewing the terms of  the Acquisition ^                   
Agreement and for  representatives of                                           
PaineWebber to present its preliminary  valuation analysis.             
During the meeting, PaineWebber                                                 
reviewed for  the Committee  its  financial analysis,                   
including background,  operating  and                                           
financial  information  of  the Company  and  the CT  Group,            
based  upon various  valuation                                                  
analyses.  PaineWebber  advised  the  Committee  that,                  
subject  to  completion  of  its  due                                           
diligence,  the CT Group would  have a preliminary  range of            
value between approximately $45                                                 
million to $55 million, depending upon the  amount of the               
distribution the CT Group makes to                                              

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its  stockholders  prior  to  closing the  Acquisition  for             
previously taxed  earnings  not                                                 
distributed to  such stockholders.  In  addition, the                   
Committee  was informed by PaineWebber                                          
that a preliminary range of value  for the shares of the                
Company's Common Stock was  between                                             
$4.50 to $6.00 per share.  For information concerning the               
analysis undertaken by PaineWebber                                              
see "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH CHURCH &            
TOWER, INC. AND CHURCH  & TOWER                                                 
OF FLORIDA, INC. -  Report and Opinion of Financial Advisor."           
It was also noted that since                                                  
September 23, 1993,  the date  negotiations with the  CT                
Group  were publicly  disclosed, no                                             
offers or expressions of interest had been received by the              
Company  from other third parties                                               
with respect to a potential business combination or other               
significant transaction.                                                        

The Committee also discussed the  manner in which to        
negotiate the exchange ratio with                                               
the CT Group.   The Committee indicated that  the exchange              
ratio should be  arrived at based                                               
upon an agreed upon valuation for the CT Group and the                  
percentage of stock to be held by the                                           
stockholders of the CT  Group following the Acquisition.                
PaineWebber advised  the Committee                                              
that, based upon its preliminary analysis approximately 56%             
to 67% of the outstanding Common                                                
Stock could be  held by the stockholders of the  CT Group               
following the  Acquisition and the                                              
transactions contemplated thereby.  This analysis was based             
upon  the relative values of the                                                
Company and the CT Group utilizing various valuation                    
analyses.  The Committee authorized Mr.                                         
Caporella to negotiate  the terms of the exchange ratio with            
representatives of the CT Group                                                 
within the parameters discussed by the Committee and in                 
consultation with the members of the                                            
Special Transaction Committee and its legal and financial               
advisors.   The Committee required                                              
that the exchange  ratio for purposes of  the Redemption                
would not be negotiated  unless and                                             
until an  agreement was  reached with the  CT Group.   See              
"PROPOSAL  TO APPROVE ACQUISITION                                               
AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH & TOWER OF               
FLORIDA, INC. - Report and Opinion                                              
of Financial Advisor."                                                  

^  The  Committee also  reviewed the  terms of  the         
Acquisition  Agreement ^  with its                                              
special  counsel.   The  Committee  reviewed the  overall               
structure  of the  transaction and                                              
certain material  terms  of the  Acquisition Agreement,                 
including:  (i)  the terms  of  the                                             
Memorandum of Understanding and the  requirement that the               
memoranda to be executed  prior to                                              
approval of  the Acquisition Agreement,  (ii) the provisions            
permitting the  Board to review                                                 
other proposals  received by the Company with respect to  an            
acquisition proposal, (iii) the                                                 
right to terminate the Acquisition Agreement without the                
Company being liable for "break-up"                                             
fees in excess of $500,000, (iv) the requirement for                    
stockholder approval  and delivery of a                                         

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fairness  opinion from PaineWebber,  and (v)  the fact  that            
the Redemption would  not occur                                                 
unless and until the Acquisition was consummated.                       

After conclusion of the  meeting of  the Special            
Transaction  Committee, a  reconvened                                           
meeting of the  Board of Directors  was held.  During  the              
meeting, the Special  Transaction                                               
Committee updated  the  Board concerning  the discussions               
held at  the Special  Transaction                                               
Committee  meeting.  After  discussing the terms of  the                
Acquisition Agreement,  ^ the Board                                             
approved the  execution of  the Memorandum of  Understanding            
and  the Acquisition Agreement,                                                 
subject to a number of conditions, including  satisfactory              
conclusion of the negotiation  of                                               
the valuation of the CT Group and the number of shares of               
Common Stock ^ to be issued by the                                              
Company,  approval by the  stockholders and Special                     
Transaction Committee of the Company and                                        
receipt of a written fairness opinion from PaineWebber.                 

^ On October 19, 1993,  the Company, CT and CTF issued      
a press release announcing the                                                  
execution ^ of the Acquisition Agreement.  The high and low             
sales price for the Common Stock                                                
as quoted on NASDAQ as of October 18, 1993, was $4.00 and               
$3.75^, respectively.                                                           

^ Pursuant  to the  terms of  the Acquisition               
Agreement, the  parties completed  their                                        
respective due diligence by November 1, 1993.                           

^ During the period from late October  1993 through         
November 4, 1993,  representatives                                              
of the parties engaged in lengthy negotiations concerning the           
relative values of the Company                                                  
and the  CT Group for the purpose of determining the number             
of  shares of Common Stock to be                                                
owned by  the  CT Group  following consummation  of  the                
Acquisition and  the  transactions                                              
contemplated thereby.   During this period, there were                  
differing views regarding the proper                                            
relative valuations of the  Company and the CT Group.   On              
November 4, 1993, the Company and                                               
CT Group reached  an agreement pursuant to which 10,250,000             
shares of Common Stock would be                                                 
exchanged for  the CT and CTF Shares.   In addition, in light           
of the fact  that the CT Group                                                  
would no  longer be afforded Subchapter S status under the              
Internal Revenue Code of 1986, an                                               
aggregate distribution of $11.5  million in the form of cash            
and notes would be made to the                                                  
stockholders of the CT Group for undistributed  earnings on             
which the stockholders of the CT                                                
Group had  paid income  taxes (a portion of  which                      
distribution  was made during  the period                                       
ended September 30,  1993).   In a  press release issued  on            
November  5, 1993,  the parties                                                 

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announced  that 10,250,000 shares of Common Stock would be              
issued to the stockholders of CT                                                
and CTF upon consummation of  the Acquisition subject to,^              
among other things, ^  receipt of                                               
financial advisory opinions, ratification by the Board of               
Directors of the Company, approval                                              
by the  stockholders of the Company,  and execution of  an              
agreement with  NBC regarding the                                               
Redemption.                                                             

^ In November,  1993, a purported class action  and         
derivative suit was  filed against                                              
the Company, the members of the Board of Directors, CT, CTF,            
Jorge Mas Canosa, Jorge Mas and                                                 
Juan Carlos Mas with respect to the Acquisition Agreement               
and the transactions contemplated                                               
thereby.  See "CERTAIN TRANSACTIONS AND LITIGATIONS".                   

At a meeting of the Special Transaction  Committee on     
November 9, 1993, the status of                                                 
the Acquisition was reviewed by the Committee and the terms             
of the Redemption were discussed                                                
among the members of the Committee and their financial and              
legal advisers.  It was indicated                                               
that a proposal had been received from NBC subsequent to                
November 4,  1993 pursuant to which                                             
(i) the Company  would redeem the shares of  Burnup Common              
Stock owned  by NBC for $6.00 per                                               
share or a total redemption price of  $18,923,082, and (ii)             
the Company would cancel (x) the                                                
Subordinated Debenture, having a book value of 17,291,000, at           
an amount equal to $17,250,000                                                  
and  (y) the  remaining balance  outstanding under  the Other           
Indebtedness.   The Committee                                                   
expressed the  view  that  the  per share  redemption  price            
should  not exceed  the  value                                                  
negotiated for  the shares of Burnup Common Stock being                 
issued in the Acquisition.                                                      

On November 10,  1993,  discussions were  held between      
PaineWebber and representatives                                                 
of NBC  with respect to the terms of the Redemption.  During            
these discussions, the relative                                                 
values of the Company, the Subordinated Debenture  and the              
Other Indebtedness were  analyzed                                               
by  the respective  parties.   Later  that evening,  a                  
meeting  of  the Special  Transaction                                           
Committee  was held.  PaineWebber indicated to the Committee            
that NBC was prepared to accept                                                 
the per  share value  arrived at in  the Acquisition, but               
was insistent  on discounting the                                               
Subordinated  Debenture, in  light of  the  fact that  the              
Subordinated Debenture  could be                                                
prepaid at any time without penalty.  In addition, NBC had              
requested that all interest cease                                               
accruing  on the  Subordinated  Debenture commencing                    
December 1,  1993.   PaineWebber  then                                          
answered numerous questions  concerning the terms proposed by           
NBC, including an analysis of                                                   
the  valuation of  the Subordinated  Debenture and  Other               
Indebtedness.   A  discussion also                                              
ensued concerning the  preferred stock  of NBC  owned by the            
Company and  whether all  or a                                                  

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portion  of such  preferred stock  should be  utilized in               
the Redemption.   The Committee's                                               
advisers stated that NBC indicated it would not accept any              
terms requiring NBC to retire its                                               
preferred stock.   The Committee  concluded that it would  be           
inappropriate to  discount the                                                  
Subordinated Debenture in connection with the Redemption and            
directed PaineWebber to propose                                                 
the following to NBC:  (i)  the Company would redeem the                
shares of Common Stock owned by NBC                                             
at $5.74 per share (the per  share value in the Acquisition),           
(ii) the Company would  cancel                                                  
the Subordinated  Debenture at  its  face value  of                     
$17,500,000 and  (iii) the  balance  of                                         
$592,313 would be applied to reduce the Other Indebtedness.             

Discussions continued on November 11, 1993 between          
PaineWebber and representatives  of                                             
NBC.  At a meeting of the Special Transaction  Committee                
later that day, PaineWebber advised                                             
the  Committee that  representatives  of NBC  were  prepared            
to  recommend to  the  Board of                                                 
Directors ^ of NBC the Special Transaction Committee's                  
proposal  made by PaineWebber earlier                                           
in the day;  provided all collateral underlying  the Other              
Indebtedness was released  by the                                               
Company.  PaineWebber then  reviewed for the Committee  the             
terms of the  Other Indebtedness                                                
and  the security  underlying the  obligations.  The                    
Committee  concluded that  it would not                                         
agree to release any collateral  and would not alter from its           
previous proposal and directed                                                  
PaineWebber to communicate the Committee's position to                  
representatives of NBC.                                                         

On November 16, 1993, a meeting of the Special              
Transaction Committee  was held. During                                         
the meeting, an overview of the negotiations was presented as           
well as the historical and pro                                                  
forma financial results of the CT  Group and the Company.               
Representatives  from PaineWebber                                               
answered  questions  and discussed  in  detail  the                     
structure of  the  transaction and  the                                         
valuations  utilized  to negotiate  the  Acquisition and                
Redemption.   During  the meeting,                                              
PaineWebber advised the Committee of its valuation analysis             
and indicated that they were not                                                
aware of any facts on such  date that would preclude such               
representatives from  recommending                                              
to PaineWebber's fairness opinion committee that on such                
date, the Transaction is fair, from                                             
a financial point of view, to the Company and the holders of            
Common Stock other than NBC and                                                 
its affiliates.    The  Committee's  counsel  then  discussed           
legal  issues  concerning  the                                                  
Transaction and answered the questions of members of the                
Special Transaction Committee. The                                              
Special Transaction Committee  then adopted a  resolution to            
unanimously recommend  that the                                                 
Board approve the  Acquisition Agreement and the transactions           
contemplated  thereby, subject                                                  
to receipt of stockholder approval and an  amendment to the             
Agreement described below.  At a                                                
meeting  held immediately  thereafter, the  Board, by  the              
unanimous  vote of  all directors                                               
(other than,  Mr. Caporella, who  abstained with respect to             
the  Redemption), concluded that                                                
the transactions contemplated by  the Acquisition Agreement             
was in the best  interest of the                                                

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Company's  stockholders,  and  approved  the  Acquisition               
Agreement  and  the  transactions                                               
contemplated thereby (including  the Redemption),  subject to           
receipt of a written fairness                                                   
opinion from  PaineWebber, an  executed  Amendment to  the              
Acquisition  Agreement  described                                               
below, waiver by  the CT Group  of its  rights to terminate             
the Acquisition Agreement  as a                                                 
result  of the filing  of the 1993 Complaint  (as defined               
herein)  and the  execution of the                                              
agreement  between the  Company and  NBC with  respect to               
the Redemption.   The  Board also                                               
resolved to recommend that the stockholders approve and adopt           
the Acquisition Agreement and                                                   
the transactions contemplated thereby.                                  

On  November 23, 1993, the stockholders of  the CT          
Group and  the Company executed the                                             
First  Amendment to  the Agreement (the  "First Amendment")             
which provided  for, among other                                                
things: (i) the  exchange ratio of  the CT and CTF  Shares              
for the  Burnup Shares, (ii)  the                                               
waiver by  the  stockholders of  the CT  Group of  their                
rights with  respect to  the  1993                                              
Complaint and (iii) the amount and manner of payment of the             
distribution to the stockholders                                                
of the  CT Group.   In addition,  a Second  Amendment to the            
Agreement was  executed by the                                                  
parties, effective  November 23, 1993,  to clarify a  mutual            
mistake in  the First Amendment                                                 
with respect to the calculation of the distribution to be               
made to the stockholders of the CT                                              
Group by CT and CTF.                                                    

On January 18, 1993, PaineWebber delivered its written      
fairness opinion to the Special                                                 
Transaction Committee that each of the Acquisition,                     
Redemption and Transaction is fair, from                                        
a financial point  of view, to the Company  and the                     
stockholders of the Company,  other than                                        
NBC and its affiliates.                                                 

Reasons for Engaging in the Acquisition                                 

In  determining  to  recommend the  approval  of  the       
Acquisition  Agreement  and the                                                 
transactions  contemplated thereby  to the  full Board  of              
Directors,  and in  approving the                                               
Acquisition  Agreement  and  the  transactions contemplated             
thereby  and recommending  that                                                 
stockholders approve and  adopt the Acquisition Agreement and           
the  transactions contemplated                                                  
thereby, the Special Transaction Committee and the Board,               
respectively, considered and based                                              
their  opinion as  to  the fairness  of  the transactions               
contemplated by  the  Acquisition                                               
Agreement, on a number  of factors, including the following:            
(i)  the belief of  Board  and                                                  

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the  Special Transaction Committee, that the combination of             
the  Company and the CT Group is                                                
an attractive business opportunity because the Company's core           
business operations,  business                                                  
prospects  and senior operating management  will be                     
strengthened through the consummation of                                        
the Acquisition  and greater economies  of scale and                    
synergies will be  created through the                                          
Acquisition;  (ii) the belief  of  the Board  and  the                  
Special Transaction  Committee  that                                            
significant favorable recent developments are taking place in           
the domestic and international                                                  
telecommunications industry and that  the combined entity               
will be better  able to compete in                                              
the global marketplace; (iii) the fact that the transactions            
contemplated by the Acquisition                                                 
Agreement  require the  approval of the  stockholders of the            
Company;  (iv) information with                                                 
respect to the financial condition, results of operations,              
business and prospects of CT and                                                
CTF and  the Company and current  industry, economic  and               
market conditions  as well as  the                                              
risks  involved  in  achieving  those  prospects;  (v)  the             
possible  alternatives  to  the                                                 
Acquisition, including the prospects of the Company                     
continuing to successfully operate as an                                        
independent entity, and  in particular, the potential                   
adverse consequences to the  Company,                                           
including its  business prospects and  its ability to retain            
and  attract talented operating                                                 
management,  in  the  event  the  Acquisition  were  not  to            
occur;  (vi)  the  fact  that,                                                  
notwithstanding the Company's objective to effect a business            
combination and the significant                                                 
possibility of the  Company being sold or a  change in                  
control of the Company  occurring, no                                           
expressions of  interest  or proposals  from third  parties             
which  might be  interested  in                                                 
acquiring the  Company were  received by  the Board  of                 
Directors; (vii)  the fact that  the                                            
Acquisition is not structured to preclude additional bona               
fide offers to acquire the Company                                              
and that  the Acquisition  Agreement permits the Board  of              
Directors  of the Company  in the                                               
exercise of its  fiduciary obligations under applicable law,            
to review and accept proposals                                                  
from third  parties relating  to any  acquisition of  the               
Company;  and (viii) the  oral and                                              
written  presentations of  PaineWebber  described  under                
"Report  and Opinion  of  Financial                                             
Advisor" and the  written opinion of PaineWebber to  the                
effect that, as  of the date of its                                             
opinion,  each of the Acquisition, Redemption, and the                  
Transaction, is fair from a financial                                           
point of  view to the  Company and the  stockholders of the             
Company other than  NBC and its                                                 
affiliates.                                                             

In view of the wide variety of factors considered in        
connection with its evaluation of                                               
the transaction neither the Special Transaction Committee nor           
the Board found it practicable                                                  
to and did  not, quantify or  otherwise attempt to assign               
relative weights to the  specific                                               
factors in  reaching its determination,  although it  viewed            
the  matters set forth in  (i),                                                 
(ii), (iii), (iv) (v), (vi), (vii)  and (viii) as favorable             
to its decision.  Moreover,  the                                                
Special Transaction Committee and the Board placed  special             
emphasis on the financial  terms                                                

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of the Acquisition and the transactions contemplated thereby            
(including  the Redemption) and                                                 
the  absence of any other proposals from third parties to               
acquire the Company.  The factors                                               
discussed above were considered  by the Special Transaction             
Committee  and the Board in  the                                                
manner set below:                                                       

(i) As noted above, the Special Transaction Committee and the           
Board considered favorable the                                                  
matters set forth in item (i).  The Special Transaction                 
Committee and the Board reviewed the                                            
financial results of the Company, including a three-year                
revenue decline and losses incurred                                             
during that period, and compared  such results to the                   
historical financial results of the CT                                          
Group and proforma  combined financial results of the Company           
and the CT Group.   The Board                                                   
and Special  Transaction Committee noted  that the CT  Group            
results were  obtained within a                                                 
more contained geographic area.  The Board and Special                  
Transaction Committee also noted that                                           
recently the Company had been  required to obtain waivers of            
certain  violations of its loan                                                 
documents.   The Special Transaction  Committee and the Board           
considered  the synergies that                                                  
would result from combining the companies, and  concluded               
that increased economies of  scale                                              
are attainable through the Acquisition, primarily due to the            
more efficient use of equipment                                                 
and  personnel and the elimination of certain administrative            
redundancies.  In addition, the                                                 
combination of  the financial strength and  operational                 
capabilities of  the CT  Group along                                            
with  the potential  increased  efficiencies that  would                
result from  the  Acquisition were                                              
considered by  the Special  Transaction Committee and the               
Board as  being favorable to  the                                               
development  of business prospects.  The  Special Transaction           
Committee and  Board noted the                                                  
closing stock price of the Common Stock on NASDAQ had                   
increased  approximately 44% since the                                          
initial announcement  of  the transaction  through  November            
15,  1993 and  interpreted  the                                                 
increase as  a favorable perception of  the combined entities           
by the  investment community.                                                   
The Board and  the Special Transaction Committee also                   
considered as favorable the potential                                           
strengthening  of senior operating  management through the              
consummation  of the Acquisition.                                               
The  attraction  and  retention of  management  personnel               
who are  experienced  within  the                                               
telecommunications  industry and have  demonstrated knowledge           
of the  business, the customer                                                  
base, and operating efficiencies as demonstrated by the                 
strong operating margins attained by                                            
the CT Group was considered important to  the growth of the             
Company, particularly in view of                                                
anticipated capital spending  programs expected to  occur in            
the domestic  and international                                                 
telephone and cable industries.                                         

(ii) As noted above, the Special Transaction Committee and              
the Board considered as favorable                                               
the  matters  set forth  in item  (ii).   The  Special                  
Transaction  Committee and  the Board                                           

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discussed the various  opportunities which are available to             
the  telecommunications industry                                                
in view of  recent legislation allowing the formation  of               
alliances between cable television                                              
and telephone companies and  concluded that a business                  
combination  with the CT Group  would                                           
result in  the enhancement of earnings  and shareholder                 
value.   Additionally, the  Special                                             
Transaction Committee and the  Board considered as  favorable           
the combination of  experience                                                  
and  customer  contacts  of  management  of  the  Company               
and  the  CT  Group  relative  to                                               
international opportunities  and the  potential for further             
significant  development of  the                                                
Company's international telecommunications customer base                
resulting from the Acquisition, and                                             
concluded the combined entity  would be better equipped  and            
financially able to compete  in                                                 
the global marketplace.  The Special Transaction Committee              
also noted the probable need for                                                
additional  capital   in  order   to  take   advantage  of              
the  projected   expansion   of                                                 
telecommunications construction and the likelihood of the               
Company obtaining  such capital as                                              
a stand alone entity.                                                   

(iii)   As  noted above,  the  Special Transaction  Committee           
and  the  Board considered  as                                                  
favorable  the matters  set forth  in  item (iii).                      
Specifically, the  Special Transaction                                          
Committee  and  the  Board  viewed  as  favorable  the                  
requirement  that  the  transactions                                            
contemplated  by the Acquisition Agreement required the                 
approval of holders of a majority of                                            
the outstanding  Common Stock.                                          

(iv) As noted above, the Special Transaction Committee and              
the Board considered as favorable                                               
the matters set forth in item (iv). The Special Transaction             
Committee and the Board reviewed                                                
the  information  provided  in  presentations by  the                   
Company's  advisors  and  management,                                           
including summary historical financial information for both             
the Company and the CT Group and                                                
proforma financial information for the  combined entity.  The           
Special Transaction Committee                                                   
and the Board also reviewed the historical volatility of the            
Company's financial performance                                                 
and  the demands  placed on  the Company  and other  large,             
telecommunications  companies to                                                
compete effectively, particularly in view  of the past                  
prolonged economic pressures.  On the                                           
basis of  such review, the Special  Transaction Committee               
and the  Board reconfirmed  their                                               
understanding of the Company's and  the CT Group's historical           
financial and business results                                                  
and  prospects,  the   necessity  to  stabilize  and                    
strengthen  the   Company's  financial                                          
performance,  and  to  increase  the  Company's presence  in            
the  global telecommunications                                                  
marketplace.   The Special Transaction  Committee also                  
reviewed such risks  as currency and                                            
political risks  associated with international opportunities            
and the potential returns to be                                                 
realized if global business development can be efficiently              
implemented.                                                                    

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(v)  As noted above, the Special Transaction Committee and              
the Board considered as favorable                                               
the matters set  forth in item (v).  Possible  alternatives             
to the transactions contemplated                                                
by the Acquisition Agreement were discussed at  various                 
meetings of the Special Transaction                                             
Committee and the Board.   In that connection, members of the           
Special  Transaction Committee                                                  
were advised of alternative transaction structures which had            
been  discussed and rejected or                                                 
withdrawn during the  period from 1990 through   1993.                  
Alternative transactions included the                                           
Company's entering into an  agreement to acquire beneficial             
ownership of certain  shares and                                                
other interests in Dycom for the purpose  of effecting a                
merger with Dycom.  See "Background                                             
of Transaction".    The members  of the  Special Transaction            
Committee and  the Board  also                                                  
explored the  alternatives which may or  may not be available           
to the  Company in the event                                                  
that  the transactions  contemplated  by  the Acquisition               
Agreement were  not  consummated,                                               
including the possible  further deterioration in the                    
Company's  financial results.  Based on                                         
its understanding  of the  potentially adverse  consequences            
to  the Company,  including the                                                 
potential loss of certain business opportunities and the                
Company's current ability to retain                                             
and  attract talented  operating management,  the  Special              
Transaction  Committee considered                                               
favorably  the terms  of  the  Acquisition and  the                     
transactions contemplated  thereby  and                                         
recommended  that  the  stockholders  of  the  Company                  
approve  and  adopt  the  Acquisition                                           
Agreement.                                                              

(vi) As noted above, the Special Transaction Committee and              
the Board considered as favorable                                               
the matters set forth in item (vi).  In connection with their           
consideration of such matters,                                                  
the Special Transaction Committee and the Board reviewed the            
fact that, notwithstanding the                                                  
fact that  several press  releases and  newspaper articles              
were disseminated  to the public                                                
concerning the Company's desire to enhance  shareholder value           
through a business combination                                                  
as well as  the announcement of the negotiations   between              
the Company  and the CT Group and                                               
the execution of  the Acquisition Agreement, no proposals               
from third  parties which might be                                              
interested in acquiring the Company have been received by the           
Board of Directors.                                                             

(vii)   As noted  above,  the Special  Transaction  Committee           
and  the Board  considered  as                                                  
favorable  the matter set forth in item  (vii).                         
Specifically, the fact that the Acquisition                                     
is not structured  to preclude consideration of additional              
bona fide offers by third parties                                               
to acquire  the  Company  and the  Acquisition  Agreement               
permits the  Special  Transaction                                               
Committee to provide information and to accept, review and              
negotiate with such parties prior                                               

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to  the  Closing is  fair  to the  stockholders of  the                 
Company.   The  Special Transaction                                             
Committee and the Board  required that the terms  of the                
Acquisition Agreement  not preclude                                             
the  Company from terminating the Acquisition Agreement if a            
more favorable transaction were                                                 
to be proposed and noted that no "lock-up" arrangements were            
entered into in connection with                                                 
the Acquisition nor  would break-up fees in excess of                   
$500,000 be payable in  the event the                                           
Acquisition were terminated.                                            

(viii)   As  noted above,  the  Special Transaction                     
Committee and  the Board  considered as                                         
favorable the matter  set forth in Item  (viii).  In                    
connection  with their consideration of                                         
such matters,  the  Special  Transaction Committee  and  the            
Board  relied in  part  on  the                                                 
presentation of PaineWebber  described under "Report and                
Opinion of Financial  Advisor" and                                              
adopted as  reasonable both  PaineWebber's  presentations and           
analysis of  various  factors                                                   
described therein.                                                      

Report and Opinion of Financial Advisor                                 

The Special Transaction Committee has retained              
PaineWebber as its financial advisor in                                         
connection with the Acquisition and to render a fairness                
opinion to  the Special Transaction                                             
Committee with respect to  the Company and the  holders of              
Common Stock, other  than NBC and                                               
its affiliates.                                                         

^ On November  16, 1993, in connection with the             
evaluation of  the Acquisition and the                                          
transactions contemplated  thereby by the  Board of Directors           
^ and  the Special Transaction                                                  
Committee, representatives of  PaineWebber advised the                  
Special Transaction Committee  of its                                           
valuation analysis and  indicated that they were not  aware             
of any facts  on such date  that                                                
would  preclude such  representatives from  recommending  to            
PaineWebber's  fairness opinion                                                 
committee that  on such date, the Transaction is fair from a            
financial  point of view to the                                                 
Company and holders of Common Stock other than NBC and its              
affiliates.  On January 18, 1994,                                               
PaineWebber  delivered its written  opinion to the Special              
Transaction Committee indicating                                                
that  each of the Acquisition, Redemption and  Transaction is           
fair from a financial point of                                                  
view  to Company  and the  holders  of Common  Stock,  other            
than  NBC  and its  affiliates.                                                 
Stockholders  are  urged to  read  such opinion  in its                 
entirety  for a  discussion  of the                                             
assumptions made, the matters considered and the scope of the           
review undertaken in rendering                                                  

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such opinion.  The fairness opinion will be updated by                  
PaineWebber  immediately prior to the                                           
Meeting.  A copy of the opinion letter of PaineWebber dated             
the date of this Proxy Statement                                                
is attached as Appendix B and should be read carefully and in           
its entirety by the holders of                                                  
Common Stock.                                                           

In  rendering its written  opinion to the Special           
Transaction Committee, PaineWebber:                                             
(i) reviewed  the audited  financial statements for CT  and             
CTF  for the three  fiscal years                                                
ended  December 31, 1992, and reviewed the unaudited                    
financial statements for CT and CTF for                                         
the six months ended June 30, 1993; (ii)  reviewed the                  
combined audited financial statements                                           
for the CT  Group for the three years  ended December 31,               
1992,  and reviewed the  unaudited                                              
financial  statements for the CT  Group for the nine months             
ended  September 30, 1993; (iii)                                                
reviewed the Company's Annual Reports, Forms 10-K and related           
financial information for the                                                   
three  fiscal years  ended April  30,  1993 and  the                    
Company's Form  10-Q  and the  related                                          
unaudited financial information for the six months  ended               
October 31, 1993; (iv) reviewed an                                              
estimated income statement  for the CT  Group for  the year             
ended  December 31, 1993  and an                                                
estimated income statement for the  Company for the year                
ended April 30, 1994; (v) conducted                                             
discussions with  members of senior management  of the CT               
Group and the  Company concerning                                               
their respective businesses and prospects; (vi) reviewed the            
summary appraisal reports dated                                                 
June and July  of 1991 and an updated  market analysis dated            
August  12, 1993 prepared by an                                                 
outside appraisal firm  with respect to certain of  the                 
Company's real estate  assets; (vii)                                            
reviewed the historical market prices and trading activity of           
the Company's Common Stock and                                                  
compared them with that of certain publicly traded  companies           
which PaineWebber deemed to be                                                  
reasonably similar to the Company; (viii) compared the                  
results of operations of the CT Group                                           
and the  Company and  compared them  with that  of certain              
publicly traded  companies which                                                
PaineWebber  deemed to be reasonably similar to the  CT Group           
and the Company, respectively;                                                  
(ix) reviewed the terms  of the Subordinated Debenture and              
Other Indebtedness;  (x) reviewed                                               
the Acquisition Agreement; and (xi) reviewed such  other                
financial studies and analyses  and                                             
performed such other investigations and  took into account              
such other matters as PaineWebber                                               
deemed  necessary,  including  PaineWebber's  assessment  of            
general  economic, market  and                                                  
monetary conditions.                                                    

In preparing its opinion, PaineWebber relied on  the        
accuracy and completeness of  all                                               
information  supplied or otherwise made available to                    
PaineWebber by the Company, CT and CTF                                          
and  assumed  that estimates  have  been reasonably  prepared           
on  bases reflecting  the best                                                  
currently available information and judgments of the                    
managements of the Company, CT and  CTF                                         

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as  to the expected future financial performance of  their              
respective companies. PaineWebber                                               
did  not independently  verify  such  information or                    
assumptions, including  estimates,  or                                          
undertake an independent  appraisal of the assets of the                
Company, CT or CTF.  PaineWebber's                                              
opinion is based upon market, economic, financial and other             
conditions as they exist and can                                                
be evaluated as  of the date of the  opinion.  PaineWebber's            
opinion  does not constitute  a                                                 
recommendation to  any holder of Common  Stock of the Company           
as to how  any such holder of                                                   
Common Stock should vote  on the  Acquisition.  The  opinion            
does not  address the  relative                                                 
merits of the Transaction and any other transactions or                 
business strategies discussed by the                                            
Board of Directors  of the Company as alternatives  to the              
Transaction or the decision  of ^                                               
the Board of Directors ^  of the Company to proceed with  the           
Transaction.  Although various                                                  
estimates  of value  were developed  with respect  to the               
combined  entities, no  opinion is                                              
expressed  by PaineWebber  as to  the  price at  which the              
securities to  be issued  in the                                                
Transaction may trade at any time.                                      

PaineWebber assumed that  there had been no material        
change in  the Company's, CT's or                                               
CTF's assets,  financial condition, results of  operations,             
business or  prospects since the                                                
date  of the  last financial statements  made available to              
PaineWebber.   PaineWebber relied                                               
upon the Company with respect to the accounting treatment to            
be accorded in the Acquisition.                                                 
In  addition, PaineWebber  did not  make an  independent                
evaluation, appraisal  or physical                                              
inspection of the assets or individual  properties of the               
Company, CT or CTF.  In  rendering                                              
its opinion, PaineWebber  has not been engaged to  act as an            
agent  or fiduciary of, and the                                                 
Company has expressly  waived any duties or liabilities                 
PaineWebber may otherwise be deemed                                             
to have had to, the Company's equity holders or any other               
third party.                                                                    

The preparation of a  fairness opinion involves various     
determinations as to  the most                                                  
appropriate and relevant quantitative and qualitative methods           
of  financial analyses and the                                                  
application of those methods to the particular circumstances            
and, therefore, such an opinion                                                 
is not  readily susceptible  to partial  analysis or summary            
description.   Furthermore,  in                                                 
arriving at its fairness opinion, PaineWebber did not                   
attribute any particular weight to any                                          
analysis or  factor  considered by  it, but  rather  made               
qualitative  judgments as  to  the                                              
significance  and relevance of each  analysis or factor.                
Accordingly, PaineWebber believes                                               
that its analysis  must be considered as  a whole and  that             
considering any  portion of such                                                
analysis and of the factors  considered, without considering            
all analyses and factors, could                                                 
create  a misleading  or incomplete  view of  the process               
underlying its  opinion.   In its                                               
analyses,  PaineWebber  made  numerous assumptions  with                
respect to  industry  performance,                                              

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general business  and economic conditions  and other matters,           
many of which are  beyond the                                                   
control of  the Company,  CT and CTF.   Any estimates                   
contained in  these analyses are  not                                           
necessarily indicative of actual  values or predictive of               
future   results or values,  which                                              
may  be  significantly  more or  less favorable  than  as               
set forth  therein,  and  none of                                               
PaineWebber,  the  Company, CT  or  CTF  assumes                        
responsibility  for  the  accuracy  of such                                     
estimates.  In addition, analyses relating to the value of              
such businesses do not purport to                                               
be appraisals or to reflect the prices at which business may            
actually be sold.                                                               

The  following paragraphs summarize the significant         
analyses performed by PaineWebber                                               
in its presentations to  the Special Transaction Committee of           
the Company  and in delivering                                                  
its written opinion dated January 18, 1994. ^                           

The ^ Acquisition                                                       

Selected Comparable Public Company  Analysis.   Using       
publicly available  information,                                                
PaineWebber compared selected historical and financial                  
operating data of the Company and the                                           
CT  Group and the stock market performance data of the                  
Company to the corresponding data of                                            
certain  publicly   traded  companies.  These  comparable               
companies  consisted  of  Butler                                                
International, Inc., CRSS Services, Inc., Dycom Industries,             
Inc., L.E. Myers Co. Group  and                                                 
UTILX Corporation.                                                      

Because of  the inherent differences between  the           
operations of  the Company, CT Group                                            
and the  selected comparable  companies,  PaineWebber                   
believed  that a  purely  quantitative                                          
comparable  company analysis  would not  be particularly                
meaningful in  the context  of the                                              
Acquisition.   As PaineWebber  informed the  Special                    
Transaction  Committee of  the Board of                                         
Directors of the  Company, an appropriate use of comparable             
public company analysis in this                                                 
instance would involve  qualitative judgments  concerning               
differences between  the financial                                              
and operating characteristics  which would affect the public            
trading values of the selected                                                  
companies, the Company and CT Group.                                    

To determine a valuation range for  the CT Group based      
upon comparable  public company                                                 
analysis  but  subject  to  the foregoing  limitations,                 
PaineWebber  determined  ranges  of                                             

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multiples  of total  value to  revenues, total  value to                
earnings  before interest,  taxes,                                              
depreciation and amortization ("EBITDA"), total value to                
earnings before interest and  taxes                                             
("EBIT"), and equity  value to net income.  The comparable              
public company analysis resulted                                                
in a  total value  range for  the CT  Group of  $50.0 million           
to $65.0 million,  from which                                                   
PaineWebber deducted the CT Group's pro forma total                     
outstanding debt and added back its cash                                        
balance (after giving effect to the transactions contemplated           
by the Acquisition Agreement),                                                  
resulting in an equity  value range of  $54.9 million to                
$69.9 million.  PaineWebber  noted                                              
that the negotiated equity value for the CT Group as                    
disclosed  in the Acquisition Agreement                                         
was $58.8 million.                                                      

Implied Stock Price Analysis. PaineWebber noted that        
because the stockholders  of the                                                
CT Group will hold approximately 65% of the outstanding                 
common stock of the Company on a pro                                            
forma basis after giving effect to the Acquisition and the              
Redemption, the historical market                                               
prices of the Company's Common Stock are not necessarily                
indicative of the fair value of the                                             
Company's Common Stock  being issued in the  Acquisition.               
Using the range of  equity values                                               
that resulted from the comparable  public company analysis              
and dividing by the 10.25 million                                               
shares  of Common Stock to be  issued in the Acquisition,               
PaineWebber determined an implied                                               
stock price range of $5.36 to $6.82 per share at which the              
shares of Common Stock were being                                               
issued  in the Acquisition.  PaineWebber then  compared the             
implied stock price to the price                                                
of  ^ the  Company's Common  Stock ^  on September 23,  1993            
(the  announcement date  of the                                                 
Transaction), and for  an average of the  Company's stock               
price  for one month  prior to the                                              
announcement to determine  the premiums of  the implied                 
stock price over the  price of  the                                             
Company's Common Stock.  ^ This analysis indicated that the             
range of implied premiums to the                                                
September 23, 1993 stock market price is 64.8% to 109.9% and            
that the range to average stock                                                 
market price is 96.2% to 149.8%.                                        

Multiples Paid Analysis.      PaineWebber  performed        
an  analysis  of  the   implied                                                 
multiples of  the Acquisition for  various historical                   
operating results for  the CT Group's                                           
nine  months ended  September 30, 1993, and  the estimated              
operating results  for the fiscal                                               
year  ended December 31, 1993.  PaineWebber  utilized the               
same range  of values derived from                                              
the  comparable public company  analysis to analyze  the                
resulting multiples.   Using the CT                                             
Group's historical operating results for the twelve months              
ended September 30, 1993 resulted                                               
in the  following ranges: 0.9x to  1.2x sales; 3.6x to  4.7x            
EBITDA; 3.8x  to 5.0x EBIT; and                                                 
6.8x to 8.6x  net income.  Using the CT  Group's estimated              
operating results  for the fiscal                                               
year ended December 31, 1993 resulted  in the following                 
ranges: 1.1x to 1.5x sales; 4.3x  to                                            
5.7x EBITDA; 4.6x to 6.0x EBIT; and 8.2x to 10.4x net income.           

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Discounted  Cash Flow  Analysis.   PaineWebber              
analyzed the  CT Group    based on  an                                          
unlevered discounted  cash flow analysis of  the projected              
financial  performance of  the CT                                               
Group. Because the management of CT Group did not provide               
projections other than an estimate                                              
of  the financial results for the fiscal year ended December            
31, 1993, PaineWebber performed                                                 
several  different discounted cash flow analyses  utilizing a           
range of  revenue growth rates                                                  
and  EBIT margins selected  by PaineWebber based on                     
discussions with the  management of the                                         
Company and the CT Group.                                               

The  discounted cash  flow analysis  determined the         
present value  of the  CT Group's                                               
unlevered after-tax  cash flows generated  over a five  year            
period  and then added to  such                                                 
discounted value the present  value of the  estimated                   
residual valuation  at the end of  the                                          
five years for each  scenario to provide a  total value.                
"Unlevered after-tax cash  flows"                                               
were calculated as tax-effected EBIT plus depreciation and              
amortization, plus (or minus) net                                               
changes in non-cash working capital,  minus capital                     
expenditures.  The analysis utilized two                                        
methodologies  for  determining the  terminal  value.   The             
first  methodology  calculated a                                                
terminal value  based upon  a range of  multiples of EBIT               
from 6.0x  to 7.5x.   The  second                                               
methodology calculated a terminal value based on a range of             
perpetual growth rates from 2.0%                                                
to 5.0% of the unlevered after-tax  cash flows.  The                    
unlevered after-tax cash flows and  the                                         
terminal values were  discounted using a range of discount              
rates from 12.0% to  18.0% which                                                
were  selected by  PaineWebber based on PaineWebber's                   
investment banking  experience.  This                                           
range  also reflects the risk assumptions applied by                    
PaineWebber to the financial forecasts.                                         
PaineWebber noted that because of the inherent uncertainties            
of the projections used in this                                                 
analysis, the results of this analysis may not be considered            
particularly reliable.                                                          

The Redemption                                                          

Analysis of the Redemption.   PaineWebber noted that,       
as set forth in  the Acquisition                                                
Agreement,  the  satisfaction  of  all  of  the  conditions             
to  the  Redemption  (other than                                                
consummation of the Acquisition) was a condition to                     
consummation of the  Acquisition and its                                        
analysis of the Redemption was performed in that context.               

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PaineWebber reviewed  the terms  of the 14%                 
Subordinated Debenture  in the  principal                                       
amount of $17,500,000 and  the Promissory Note  in the then             
principal amount of  $1,374,000                                                 
issued  by NBC  to the Company.   PaineWebber noted  that the           
terms of  the 14% Subordinated                                                  
Debenture included  a provision  which rendered the                     
Subordinated Debenture  callable at any                                         
time.   PaineWebber  also noted that  the Company  carried              
the  Subordinated Debenture  at a                                               
discount on its books,  but in arriving at the terms  of the            
Redemption , the Company valued                                                 
the Subordinated  Debenture at its face amount.                         

Break-up Analysis.  PaineWebber analyzed the  net book      
value per share of  the Company                                                 
assuming the  termination of the Company's  operating                   
activities and  the liquidation of the                                          
Company's  assets  and  liabilities.    This  analysis  was             
based  upon:  (i)  the Company's                                                
October 31,  1993 balance sheet;  (ii) discussions with the             
Company's management, including                                                 
their estimates of the realizable value of certain assets and           
liabilities; (iii) real estate                                                  
appraisals prepared by an outside appraisal firm and provided           
by the Company to PaineWebber;                                                  
and (iv) assumptions made by  PaineWebber as to the                     
liquidation value of certain  assets and                                        
liabilities.   To  determine the  net book  value per  share            
of  the Company  in a  break-up                                                 
scenario,  PaineWebber  determined the  realizable  value               
(net  of taxes)  of  the Company's                                              
assets,  deducted the book value of the Company's liabilities           
and an estimate of liquidation                                                  
expenses, and then  divided the result  by approximately 8.8            
million shares, the  number of                                                  
outstanding shares of the Company's Common Stock as of                  
December 1, 1993.  In performing this                                           
analysis,  PaineWebber   applied  a  range  of   discounts              
from  0.0%   to  15.0%   to  the                                                
appraised/estimated  value of  the Company's plant, property            
and equipment.   This analysis                                                  
resulted in a range of net book  value per share from $4.61             
to $5.34.   The negotiated stock                                                
price of $5.74  reflected in the Acquisition Agreement was              
used by PaineWebber to determine                                                
the implied premium  to the range of net  book values per               
share.   This analysis indicated a                                              
range  of premiums of  7.5% to  24.5% to the negotiated                 
stock price  of $5.74 per  share as                                             
reflected in the Acquisition Agreement.    In addition,                 
PaineWebber applied a 27.1% premium,                                            
the  average premium  for  the  four  week period  prior  to            
the  announcement  of  selected                                                 
transactions of between $30 to $400 million from January 1,             
1992 to November 9, 1993, to the                                                
range  of net  book value  per share  determined by  the                
break-up  analysis.   This analysis                                             
resulted in a range of stock prices for the Company from                
$5.86 to $6.79 per share.                                                       

Post-Acquisition; Pre-Redemption Analysis.                  
PaineWebber analyzed the equity value per                                       
share of the Company assuming consummation of the                       
Acquisition but prior to the consummation                                       
of the Redemption.   In this analysis,  the range of  equity            
values ($54.9  million to $69.9                                                 

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million)  for the CT Group derived from the comparable                  
public company analysis was added to                                            
the  range  of equity  values ($40.4  million  to $46.8)  for           
the  Company derived  from the                                                  
break-up analysis resulting in a combined equity value from             
$95.3 million to $116.7 million.                                                
Dividing this result by the number of shares outstanding                
after the Acquisition and prior to                                              
the Redemption (19.02  million shares) resulted in an equity            
value per  share range of $5.01                                                 
to $6.14.   PaineWebber used  the resulting net book values             
per share to analyze the implied                                                
premiums to the negotiated stock price of the Company.                  

On the basis of, and subject to the foregoing,              
PaineWebber delivered a written opinion                                         
to  the  Special Transaction  Committee  that  each of    the           
Acquisition,  Redemption, and                                                   
Transaction is fair,  from a financial point of  view, to the           
Company and holders  of Common                                                  
Stock other than NBC and its affiliates.                                

PaineWebber was selected by the Special Transaction         
Committee as its financial advisor                                              
in connection  with the Acquisition because  of its                     
background,  reputation and expertise as                                        
investment  bankers  and financial  advisors.   PaineWebber             
regularly provides  a  range of                                                 
financial  advisory and investment banking services,                    
including providing financial advisory                                          
services to  and valuations  of companies involved  in merger           
and acquisition transactions.                                                   
PaineWebber  has provided investment  banking services to the           
Special Transaction Committee                                                   
from  time to time.  During the past two  years, PaineWebber            
was paid approximately $275,000                                                 
in connection with investment banking services provided.                

For  financial  advisory   services  in  connection         
with  the  consummation   of  the                                               
Acquisition,  including  the  rendering  of  its  opinion,              
the Company  has  agreed  to pay                                                
PaineWebber a fee of $10,000 per month for twelve months and            
$125,000 upon delivery of their                                                 
written opinion.  The  Company has also agreed to  reimburse            
PaineWebber for its  reasonable                                                 
fees  and expenses  of  legal counsel,  and  to indemnify  it           
against  certain  expenses and                                                  
liabilities  in  connection  with  its  services,  including            
those  arising  under  federal                                                  
securities laws.                                                        

Terms of the Acquisition Agreement                                      

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Sale and  Purchase of Shares.   The Acquisition             
Agreement provides  that the  Company                                           
shall acquire all of the issued  and outstanding capital                
stock of CT and CTF in exchange for                                             
10,250,000 shares of the Common Stock of the Company.                   

Representations  and   Warranties.     The  Acquisition     
Agreement  contains  various                                                  
representations and warranties made  by each  of the Company,           
CT and CTF  and relating  to,                                                   
among other things, organization and similar corporate                  
matters, financial statements, taxes,                                           
title to property and certain other matters.                            

Conditions of the Acquisition.   The respective             
obligations of the Company, CT and CTF                                          
to  effect the  Acquisition are conditioned upon,  among                
other  things, (i) approval  of the                                             
Acquisition Agreement and the transactions contemplated                 
thereby by the Board of Directors of                                            
the  Company and  the holders  of Common  Stock; (ii)  no               
action  or proceeding  having been                                              
instituted to restrain or prohibit any of  the transactions             
contemplated by the  Acquisition                                                
Agreement; (iii)  expiration or  termination of  the waiting            
period under  the HSR  Act and                                                  
receipt  of all material consents and  approvals required to            
permit  the consummation of the                                                 
transactions contemplated  by the  Acquisition Agreement;               
(iv) the  agreement effecting  the                                              
Redemption  having been  duly  executed  and delivered  and             
not having  been  terminated or                                                 
amended, and all conditions to the consummation of the                  
agreement between NBC and the Company                                           
dated           ,  1994 (the "NBC Agreement") contemplated              
thereby having been  satisfied or                                               
waived to the satisfaction of CT and CTF, except the                    
condition requiring the consummation of                                         
the Acquisition; (v) the receipt of a written fairness                  
opinion from PaineWebber and (vi) the                                           
fulfillment or  waiver of certain other  conditions,                    
including  the receipt  of the  written                                         
consent of certain lenders to the  Company and the CT Group.            
Under the terms and conditions                                                  
of the  First Amendment, the parties waived their rights                
under the Acquisition Agreement not                                             
to consummate the Acquisition  pursuant to  Article VII of              
the Acquisition  Agreement as  a                                                
result of the filing of the 1993 Complaint.                             

Certain Covenants.  Each of the Company,  CT and CTF        
have agreed, among  other things,                                               
that,  during the period  from the  date of the Acquisition             
Agreement to  the Closing Date,                                                 
except as permitted by the Acquisition Agreement  or as                 
consented to in writing by the other                                            
party, each will conduct  its operations in  the ordinary               
course  of business, use its  best                                              
efforts  to do all things necessary in order to  consummate             
the Acquisition and refrain from                                                
entering into certain transactions in excess of certain                 
specified amounts.                                                              

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Directors and Management  of The Company Following  the     
Acquisition.  The  Acquisition                                                  
Agreement  provides that upon consummation of  the                      
Acquisition, the Board  of Directors will                                       
hold a  meeting at  which (i) Jorge Mas  will be elected  as            
President  and Chief  Executive                                                 
Officer  of the Company and  the Board will determine  his              
compensation and (ii) the size of                                               
the Board will  be expanded from  five to  seven members.               
The directors intend  to appoint                                                
Jorge L. Mas  Canosa as a Class II Director  and Jorge Mas as           
a  Class I Director.  Prior to                                                  
the conducting of any other business at such meeting, Nick A.           
Caporella (a Class I Director)                                                  
and Leo  J. Hussey  (a Class III  Director) will  resign from           
the  Board of  Directors.  The                                                  
remaining directors will appoint Eliot C. Abbott as a Class             
II Director and Arthur B. Laffer                                                
as a  Class III  Director, to  fill the  resulting vacancies.           
Messrs. Canosa  and Mas  are                                                  
controlling stockholders of CT and CTF, respectively.                   

Registration  Rights.  The  Acquisition Agreement           
provides that  commencing six months                                            
after the Closing  Date, the Company would  register on two             
occasions  such number of Burnup                                                
Shares as  the CT and CTF  stockholders requested  (which               
would not  be less than  1,000,000                                              
Burnup Shares in any one request) provided that at the  time            
of such request the CT and  CTF                                                 
stockholders shall have  owned in the aggregate at least  20%           
of the shares  of Common Stock                                                  
then outstanding.  Upon such request, the Company had agreed,           
subject to certain conditions,                                                  
to promptly prepare and file, at its expense, a registration            
statement with the SEC.                                                         

The Acquisition  Agreement also  provides  that             
commencing  six months  following  the                                          
Closing Date, if  the Company shall conduct an offering of              
its  securities, the Company will                                               
allow  the CT and CTF  stockholders, subject to certain                 
conditions, to include a minimum of                                             
50,000 shares in any such registration at the Company's                 
expense.                                                                        

Indemnification.   The  Acquisition Agreement  provides     
that  (i) the  Company  shall                                                   
indemnify and  hold harmless CT, CTF  and their respective              
stockholders and  (ii) the CT and                                               
CTF stockholders shall indemnify  and hold harmless the                 
Company, its subsidiaries  and their                                            
respective officers and  directors  from all damages  arising           
out of a  misrepresentation or                                                  
breach  of a  warranty or  covenant, agreement  or obligation           
contained in  the Acquisition                                                   
Agreement.   The CT and CTF stockholders shall be deemed to             
have made a misrepresentation or                                                
breached a warranty  only if the damages  suffered by the               
Company exceed $1,000,000  and the                                              

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aggregate liability of the CT and CTF  stockholders is                  
limited to the sum of $1,000,000 plus                                           
the  aggregate fair  market value  of 350,000 Burnup  Shares            
on  the date  of payment.   The                                                 
Company shall be deemed to have made a misrepresentation or             
have breached a warranty only if                                                
the damages  suffered by  the CT and  CTF stockholders                  
exceed $2,750,000  and the Company's                                            
aggregate liability is limited to the sum of $2,500,000.  The           
Acquisition Agreement provides                                                  
that  at Closing,  the Company  will enter  into an                     
Indemnification Agreement  with certain                                         
current and former directors and  officers of the Company               
pursuant to which the  Company is                                               
obligated to  indemnify and hold harmless such directors and            
officers to the fullest extent                                                  
permitted under  Delaware law, subject  to certain                      
limitations, for  a period of six  years                                        
after Closing for all damages and costs which arise by reason           
of the fact that  they were or                                                  
are a director or officer of the Company.                               

Termination;  Expenses.  The Acquisition  Agreement         
will terminate if the Closing does                                              
not occur  prior to February 28, 1994 unless extended by                
mutual agreement of the Company and                                             
the CT Group.   The Acquisition Agreement also  provides that           
in the event  the Closing does                                                  
not occur due  to the failure  of the Company or  CT and CTF            
to fulfill certain  conditions                                                  
(other than approval of the Acquisition Agreement by the                
Company's stockholders) or due to a                                             
party's failure to close, the breaching/non-fulfilling party            
will pay the sum of $500,000 in                                                 
damages.                                                                

Government Approvals.  The Acquisition is  subject to       
the requirements of the  HSR Act                                                
and the rules and regulations thereunder.  On January 21,               
1994, the Company and the CT Group                                              
made the necessary filings under the HSR  Act with the                  
Federal Trade Commission  and Justice                                           
Department.   Under the provisions of  the HSR Act, the                 
Acquisition may not  be consummated                                             
until the thirty day waiting period expires, unless the                 
request for early termination of the                                            
waiting period by the Company and the CT Group is granted.              

Certain Effects of the Acquisition                                      

General Effect.  Upon consummation of the Acquisition,      
all  the issued and outstanding                                                 
capital stock of CT and CTF will be  acquired by the Company            
and each of CT  and CTF will be                                                 
wholly-owned subsidiaries of the Company.                               

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Change  of  Control.    Upon  consummation  of the          
Acquisition  and  the transactions                                              
contemplated thereby, the former  stockholders of CT and CTF            
will own approximately 65%  of                                                  
the outstanding Common  Stock and to  the extent  they act              
in concert  will be  controlling                                                
stockholders of the Company.   Accordingly, the former                  
stockholders of CT  and CTF will have                                           
the ability  to control the affairs of the Company and                  
control the election of the Company's                                           
directors regardless of how the other stockholders may vote.            
Furthermore, such persons will                                                  
have  the ability to control other actions requiring                    
stockholder approval, including certain                                         
fundamental corporate  transactions such as  a merger  or               
sale  of substantially all of  the                                              
assets of the Company, regardless of how  the other                     
stockholders may vote.  This ability may                                        
be enhanced by the  adoption of the proposed amendments to              
the  Certificate, including those                                               
which would (i) increase the number of authorized shares of             
the Company's common  stock from                                                
twenty-five  million (25,000,000)  to  fifty  million                   
(50,000,000)  and (ii)  eliminate  all                                          
designations, powers,  preferences, rights, qualifications,             
limitations and restrictions in                                                 
the Certificate of Incorporation  relating to the Company's             
preferred stock.   See "PROPOSAL                                                
TO APPROVE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF                   
INCORPORATION".                                                                 

These proposed  amendments to  the Certificate  may be      
deemed to have  the effect  of                                                  
making more difficult  the acquisition of control  of the               
Company after  the consummation of                                              
the Acquisition by means of  a hostile tender offer, open               
market  purchases, a proxy contest                                              
or otherwise.  On the one hand,  these amendments may be seen           
as encouraging persons seeking                                                  
to  acquire control  of the  Company  to initiate  such  an             
acquisition  through arms-length                                                
negotiations with  the Company;  on the other  hand, the                
amendments  may have  the effect of                                             
discouraging a  third party  form making a  tender offer  or            
otherwise  attempting to obtain                                                 
control  of the Company, even  though such an attempt may be            
economically beneficial to the                                                  
Company and  its stockholders.  Furthermore,  the proposed              
amendments to the Certificate and                                               
the fact that the CT and  CTF stockholders will own                     
approximately 65% of the Common Stock of                                        
the Company  after the  consummation of the Acquisition  may            
have  a negative effect  on the                                                 
market price and liquidity of the Common Stock ^ of the                 
Company.                                                                        

^ Dilution.  The issuance, pursuant  to the Acquisition     
Agreement of the Burnup Shares                                                  
to the stockholders of CT and CTF, will dilute                          
proportionately the aggregate voting power of                                   
present holders of Common  Stock.  The stockholders of CT and           
CTF will have the ability  to                                                   
elect  the entire Board of Directors and to approve  certain            
transactions at meetings of the                                                 
Company's stockholders regardless of the vote of the minority           
stockholders.                                                                   

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^ Outstanding Stock Options.  Pursuant to the terms of      
the Acquisition  Agreement, the                                                 
Company is required to  take such action as is necessary  so            
that its 1976 Stock Option Plan                                                 
and  1978 Stock  Option Plan (the  "Current Plans")  provides           
that  each option  to purchase                                                  
Common Stock  (an "Option") and each  right to elect an                 
alternate  settlement method ("SAR")                                            
held by  (i) any employee of the Company who is terminated              
other than  for just cause by the                                               
Company at any time during the twelve (12) month period                 
subsequent to October 15, 1993 shall                                            
become immediately exercisable and  vested, whether or not              
previously exercisable or vested,                                               
on the date  of receipt  by such  employee of  notice of                
termination of  employment by  the                                              
Company or receipt  by the Company of notice of  voluntary              
termination, as the  case may be,                                               
and such employee shall, for a period of three months                   
thereafter, have the right to exercise                                          
such Option  or SAR,  and  (ii) any  employee  who  is                  
terminated  for  just cause,  or  who                                           
voluntarily  terminates  his employment  subsequent  to the             
Closing  Date shall  not become                                                 
exercisable  or  vested except  as  currently provided  under           
such  plans.   The Acquisition                                                  
Agreement  states that  "termination for  just cause"                   
includes termination  by reason  of a                                           
material breach by  the employee of his duties (after  10-day           
notice thereof and opportunity                                                  
to cure), gross negligence, fraud or willful  misconduct by             
the employee in the  performance                                                
of his duties, excessive absences by the  employee not                  
related to illness,  misappropriation                                           
by the employee of  any assets of the Company or  any of its            
subsidiaries, commission by the                                                 
employee of any crime involving moral turpitude and                     
conviction of a felony.  On November 16,                                        
1993,  the Compensation  and Stock  Option Committee  and               
Board  of  Directors ^  authorized                                              
amendments to the Current Plans to comply with the terms of             
the Acquisition Agreement.                                                      

Federal Income Tax Considerations.  The Company, CT and     
CTF do not intend to request a                                                  
ruling  from  the Internal  Revenue  Service (the  "IRS")               
regarding  the federal  income tax                                              
consequences of the Acquisition.  CT and  CTF have received             
an opinion from Price Waterhouse                                                
to the effect  that the Acquisition constitutes as a                    
"reorganization"  within the meaning of                                         
Section 368(a)  of the Code.   This opinion  (referred to               
herein as the  "Tax Opinion") will                                              
neither bind the IRS nor preclude the  IRS from successfully            
asserting a contrary  position.                                                 
In addition, the Tax Opinion  will be subject to certain                
assumptions and  qualifications and                                             
will be based on the truth and accuracy of representations              
made by CT and CTF and the CT and                                               
CTF stockholders.                                                       

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A  successful  IRS challenge  to the  reorganization        
status  of the  Acquisition would                                               
result in each of the CT  and CTF stockholders recognizing              
gain or loss with respect to each                                               
share of common stock of CT and CTF equal to the difference             
between such stockholder's basis                                                
in such share and the aggregate amount of consideration                 
received in exchange therefor.  Such                                            
stockholder's aggregate  basis in the Common  Stock so                  
received would then  equal its  fair                                            
market  value  and his  holding  period  for  such  stock               
would  begin  the day  after  the                                               
Acquisition.                                                            

Accounting Treatment.  The Acquisition will be              
accounted  for as a "purchase", as such                                         
term  is used under generally  accepted accounting                      
principles,  for accounting and financial                                       
reporting  purposes.    Because  of  certain  factors                   
including the  fact  that  the former                                           
stockholders of the  CT Group will  hold a  majority of the             
Common Stock subsequent  to the                                                 
closing of the Acquisition and  that they or their  designees           
will constitute a  majority of                                                  
the Board of Directors, it is anticipated that the                      
Acquisition will be treated as a "reverse                                       
acquisition," with the  CT Group considered to  be the                  
acquiring  entity.  As  a result, the                                           
Company will establish a new  accounting basis for its assets           
and liabilities based upon the                                                  
fair values thereof and the CT  Group's purchase price (based           
on the market value of  Common                                                  
Stock immediately prior to Closing),  including the costs of            
acquisition incurred by  CT and                                                 
CTF.  A  final determination  of required purchase                      
accounting adjustments  and of  the fair                                        
value of the assets and liabilities of the Company has not              
been made as of  the date of this                                               
Proxy Statement.  Accordingly, the purchase  accounting                 
adjustments made in  connection with                                            
the development of the unaudited pro forma financial                    
information appearing elsewhere in this                                         
Proxy  Statement are preliminary and  have been made solely             
for  purposes of developing such                                                
pro forma  financial information  to comply with  disclosure            
requirements  of the  SEC.  The                                                 
Company will undertake a study to determine the fair value of           
its assets and liabilities and                                                  
will make  appropriate purchase accounting  adjustments upon            
completion of that  study.  For                                                 
financial purposes, the Company  will consolidate the                   
results of operations  of CT and  CTF                                           
with those of  the Company's operations beginning with  the             
consummation of the Acquisition,                                                
and the Company's financial statements for prior periods will           
reflect the historical results                                                  
of CT  and CTF.    See "THE  COMPANY, CT  AND  CTF UNAUDITED            
COMBINED  PRO FORMA  CONDENSED                                                  
CONSOLIDATED FINANCIAL STATEMENTS."                                     

Bonus  Service Pool.   At or  prior to  Closing, the        
Company may  pay compensation in                                                
recognition of loyalty and past service in the aggregate                
amount of up to $1,000,000, to such                                             
executive officers and  employees of the Company  and in such           
amounts, as Nick  A. Caporella                                                  

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shall determine in his sole discretion (after consultation              
with Jorge Mas).  No bonuses will                                               
be awarded to Mr. Caporella.                                            

Interest of Certain Persons in Matters to be Acted Upon                 

The  Acquisition  Agreement  provides  as  a  condition     
to  the  consummation  of  the                                                  
Acquisition by  the stockholders of  CT and CTF  and the                
Company that (i)  the Company shall                                             
have entered into an agreement  with NBC pursuant to which              
the  Company shall have agreed to                                               
redeem  and  purchase  3,153,847 shares  of Common  Stock               
owned  by NBC,  (ii)  all  of the                                               
conditions to the consummation of the Redemption shall have             
been satisfied or waived, except                                                
the  condition requiring consummation of the  Acquisition,              
and (iii) the  stockholders of CT                                               
and CTF shall have  received a written  certificate from the            
Chief Executive Officer and  ^                                                  
Chief Financial Officer of the Company that all of the                  
conditions to the consummation of the                                           
Redemption shall have been satisfied or waived, except the              
condition to the  Redemption that                                               
the Acquisition shall  have occurred, which certificate shall           
be supported by a certificate                                                   
from the Chief Executive Officer ^ of NBC, to the same                  
effect.  Accordingly, the Acquisition                                           
will be consummated prior to the Redemption.                            

^ The Redemption was negotiated and approved  by the        
Special Transaction Committee  on                                               
behalf of  the  stockholders of  the  Company (other  than              
NBC and  its affiliates).    The                                                
Redemption will not be consummated unless the Acquisition               
shall have occurred.  Accordingly,                                              
assuming  satisfaction  of all  other  conditions to  the               
consummation of  the Acquisition,                                               
approval by  stockholders of the Acquisition  Agreement shall           
result  in consummation of the                                                  
Redemption.  NBC,  which currently holds approximately 36% of           
the Common Stock, will vote in                                                  
connection  with the proposal to approve  the Acquisition               
Agreement.   The consideration for                                              
the  Redemption and  purchase  will  be the  cancellation  of           
the  outstanding  principal of                                                  
$17,500,000 under  the Subordinated Debenture owed  to the              
Company by  NBC and crediting the                                               
next succeeding principal payments in the amount  of $592,313           
of Other Indebtedness with  an                                                  
outstanding principal amount of $1,371,430 owed to  the                 
Company by NBC.  Nick  A. Caporella,                                            
the Chairman of the Board of Directors, President and Chief             
Executive Officer of the Company                                                
is  also the  Chairman of  the Board of  Directors,                     
President,  Chief Executive  Officer and                                        
controlling  stockholder of  NBC.    On November  16, 1993,             
the Board  of Directors  of the                                                 
Company approved the Redemption.  The  Board of Directors of            
NBC has not yet met to consider                                                 
the terms of the Redemption.  See  " PROPOSAL TO APPROVE                
ACQUISITION AGREEMENT WITH CHURCH &                                             

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TOWER, INC.  AND CHURCH & TOWER OF FLORIDA, INC. - ^ Interest           
of Certain Persons in Matters                                                   
to be Acted  Upon."  For a discussion  of the negotiations              
relating  to the Acquisition  and                                               
Redemption and a  description of the terms of the                       
Acquisition Agreement^,  see "PROPOSAL TO                                       
APPROVE ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND             
CHURCH & TOWER OF FLORIDA, INC.                                                 
- Background  of Transaction" and "PROPOSAL  TO APPROVE                 
ACQUISITION  AGREEMENT WITH CHURCH &                                            
TOWER, INC. AND CHURCH & TOWER OF FLORIDA, INC. -  Terms of             
the Acquisition Agreement."                                                     

^ Operations Following the Acquisition                                  

^ Following consummation of the Acquisition, each of CT     
and CTF will be a wholly-owned                                                  
subsidiary of the Company.   Other than as  described below,            
it is the  present intention of                                                 
the Company  to operate  CT and CTF under  their present                
names and  related trade names  in                                              
substantially the same  manner following consummation of  the           
Acquisition as currently being                                                  
operated.                                                               

^  Following consummation  of the  Acquisition, it  is      
anticipated  that the  Board of                                                 
Directors  will attempt to integrate  the businesses of the             
Company, CT and CTF as promptly                                                 
and  cost efficiently  as is  practicable, to  assess the               
strengths and  weaknesses of  the                                               
combined enterprise and,  in light of  the foregoing, to                
attempt to capitalize on  emerging                                              
opportunities both in the United States and abroad.  In the             
process, changes may be effected                                                
in  the  Company's  capitalization,  dividend  policy,                  
corporate  structure,  business   or                                            
management as the  Board of Directors  may from  time to time           
determine to be  necessary or                                                   
desirable.   However,  except  as noted  in this  Proxy                 
Statement,  the proposed  Board  of                                             
Directors ^(after the Acquisition) has no  present plans or             
proposals which would result  in                                                
an extraordinary  corporate  transaction, such  as a  merger,           
reorganization,  liquidation,                                                   
relocation  of  operations, or  sale or  transfer of  assets            
involving  the Company,  or any                                                 
material changes in the Company's corporate structure, or               
business.                                                                       

Appraisal Rights                                                        

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Holders of Common Stock are not  entitled to                
dissenters' rights of appraisal or  other                                       
dissenters' rights  under Delaware law with  respect to the             
Acquisition or any transactions                                                 
contemplated by the Acquisition Agreement.                              

Restrictions on Resales of Burnup Shares to be Issued in the            
Acquisition                                                                     

The  Burnup Shares to be issued in  the Acquisition         
shall be restricted from transfer,                                              
subject to the resale limitations  of Rule 144 under the                
Securities  Act of 1933, as amended                                             
(the "Securities Act") or pursuant to an exemption from the             
registration requirements of the                                                
Securities Act.                                                         

In general, under Rule 144 as currently in effect, a        
person who has beneficially owned                                               
restricted shares for at least  two years, including an                 
"affiliate" as that term  is defined                                            
under the Securities  Act, is entitled to  sell, within any             
three-month  period, a number of                                                
such shares that does not exceed  the greater of 1% of the              
then outstanding shares of common                                               
stock  or the average  weekly trading  volume of the common             
stock during  the four calendar                                                 
weeks  preceding  such sale.    Rule 144  also  generally               
permits  a  person (other  than an                                              
affiliate of the Company) who has  owned restricted shares              
for at least three years to  sell                                               
such shares without any  volume limitation.  For purposes of            
Rule 144, some or all of the ^                                                  
stockholders of  CT and CTF prior to closing will be deemed             
to  be affiliates of the Company                                                
following  the  consummation of  the  Acquisition.   See                
"PROPOSAL  TO APPROVE  ACQUISITION                                              
AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH ^ AND TOWER OF           
FLORIDA, INC. - ^ Terms of the                                                  
Acquisition Agreement - Registration Rights."                           

Certain ^ Expenses of the Acquisition                                   

^ It is estimated that the expenses to be  incurred in      
connection with the Acquisition                                                 
and  Redemption  will  be  approximately  $900,000.                     
Included in  this  amount  are legal,                                           
accounting, printing, solicitation  and other costs in                  
connection with the  preparation and                                            
dissemination of  this Proxy  Statement, and  the fees  for             
financial  advisory services and                                                
fairness opinions.                                                      

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^ Memorandum of Understanding                                           

^                                                                       

The Company's Certificate  requires the affirmative         
vote or  consent of the holders of                                              
four-fifths of all classes of the Company's stock entitled to           
vote in elections of directors                                                  
of  the Company  (the "Voting  Shares") in  connection with             
certain  transactions with  any                                                 
person, corporation or other entity ("Affiliated Entity")               
beneficially owning 10% or more of                                              
the  outstanding Voting  Shares.   The  Certificate provides,           
however,  that the  foregoing                                                   
provision  is not applicable to such transactions  if the               
Board of Directors has approved by                                              
resolution  a  memorandum  of  understanding  (a "Memorandum            
of  Understanding")  with such                                                  
Affiliated Entity with respect to such transactions prior to            
the time such Affiliated Entity                                                 
became an  Affiliated Entity.  In  order to induce the                  
stockholders of CT  and CTF to enter                                            
into the Acquisition Agreement and by eliminating the effects           
of the foregoing provisions of                                                  
the  Certificate, the Company entered into  a Memorandum of             
Understanding  with each of Neff                                                
Machinery, Inc., Neff Rental, Inc. and Atlantic Real Estate             
Holding Corp. ("Neff Machinery,"                                                
"Neff  Rental" and  "Atlantic,"  respectively) prior  to  the           
execution  of  the Acquisition                                                  
Agreement  .  Each of Neff  Machinery, Neff Rental and                  
Atlantic  is ^ controlled by ^ one or                                           
more stockholders of CT and CTF ^ and accordingly, following            
consummation of the Acquisition                                                 
and  by virtue  of the  ownership of  the Burnup  Shares by             
the CT  Group, would  be deemed                                                 
affiliates  of the  Company.   Although  the  stockholders of           
CT  and CTF  have  no present                                                   
intention  of  selling  these  companies  to  the  Company,             
following  consummation  of  the                                                
Acquisition,  the Company ^ will  ^ purchase and lease                  
equipment and  parts from, and obtain                                           
services  from, these companies  upon such  terms and                   
conditions as the Board  of Directors                                           
shall approve, which terms  and conditions will be  no less             
favorable to the  ^ Company than                                                
those that  would be  obtained in transactions   of a                   
similar type with  unaffiliated third                                           
parties.                                                                

^ THE   BOARD OF  DIRECTORS OF  THE COMPANY,  BY THE        
UNANIMOUS VOTE  OF ALL  DIRECTORS                                               
(OTHER THAN  WITH RESPECT TO THE  REDEMPTION, MR. CAPORELLA,            
WHO ABSTAINED)  HAVE CONCLUDED                                                  
THAT THE TRANSACTIONS  CONTEMPLATED BY THE  ACQUISITION                 
AGREEMENT ARE  FAIR AND IN THE  BEST                                            
INTEREST OF  THE COMPANY'S  STOCKHOLDERS AND  RECOMMENDS THAT           
THE STOCKHOLDERS APPROVE  AND                                                   
ADOPT THE ACQUISITION AGREEMENT.  THE COMPANY'S  DIRECTORS              
AND NAMED EXECUTIVE OFFICERS  ARE                                               

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THE RECORD OWNERS OF 296,877 SHARES OF COMMON STOCK                     
(APPROXIMATELY  3.3% OF THE OUTSTANDING                                         
SHARES) AND HAVE  INDICATED THAT THEY INTEND TO  VOTE THEIR             
SHARES FOR  THE APPROVAL OF  THE                                                
ACQUISITION AGREEMENT.                                                  

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               PROPOSAL TO APPROVE AMENDMENTS TO
THE                                                                             
      COMPANY'S CERTIFICATE OF
INCORPORATION                                                                   

As a condition to the consummation of the Acquisition,      
the Company is required to have                                                 
approved each of the amendments to its  Certificate proposed            
by the CT and CTF stockholders.                                                 
The  Board  of Directors  has  approved a  resolution                   
proposing  to  amend  and restate  the                                          
Certificate,  as described  below, subject to  approval of              
the Acquisition  by the Company's                                               
stockholders.   The proposed amendments  to the  Certificate            
will not  be effected  unless a                                                 
majority of the  shares of outstanding Common Stock  vote in            
favor of  each amendment.   The                                                 
Board of Directors believes that it  is advisable and in the            
best interest of the Company to                                                 
approve each  of the amendments  to the Certificate  in order           
to assure that, assuming  the                                                   
requisite stockholder vote is obtained and all other                    
conditions to the Acquisition Agreement                                         
are  fulfilled, the  Acquisition can  be consummated.   The             
adoption  of the  amendments is                                                 
contingent  upon the consummation  of the Acquisition ^  and,           
as such, will  not be approved                                                  
unless the Acquisition Agreement is approved by a vote of a             
majority of the shares of Common                                                
Stock represented in person or by proxy at the Meeting.                 

Upon consummation  of the Acquisition, the former           
stockholders of  CT and CTF will own                                            
approximately  65%  of the  issued  and outstanding  shares             
of  voting  common stock  of the                                                
Company.    Accordingly,  the former stockholders of  CT and            
CTF will  have the ability  to                                                  
control  the affairs  of the  Company and  control the                  
election  of the  Company's directors                                           
regardless of how the other stockholders may vote.                      
Furthermore, such persons will have the                                         
ability  to  control  other   actions  requiring  stockholder           
approval,  including  certain                                                   
fundamental  corporate transactions such  as a  merger or               
sale of substantially all  of the                                               
assets of the Company, regardless of how  the other                     
stockholders may vote.  This ability may                                        
be enhanced by  the adoption of the proposed amendments to              
the Certificate, including those                                                
which  would (i) increase the number of authorized shares of            
the Company's common stock from                                                 
twenty-five  million (25,000,000)  to  fifty  million                   
(50,000,000)  and (ii)  eliminate  all                                          
designations, powers,  preferences, rights, qualifications,             
limitations and restrictions in                                                 
the Certificate relating to the Company's preferred stock.              

These proposed  amendments to the  Certificate may  be      
deemed  to have  the effect  of                                                 
making  more difficult the acquisition  of control of the               
Company  after the consummation of                                              

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the  acquisition by means of a hostile tender offer,  open              
market purchases, a proxy contest                                               
or otherwise.  On the one hand, these amendments may be seen            
as encouraging persons seeking                                                  
to  acquire  control of  the  Company to  initiate such  an             
acquisition  through arms-length                                                
negotiations with  the Company; on the  other hand,  the                
amendments may  have the effect  of                                             
discouraging a  third party form making  a tender  offer or             
otherwise  attempting to  obtain                                                
control  of the Company, even  though such an attempt  may be           
economically beneficial to the                                                  
Company and its stockholders.  Furthermore,   the proposed              
amendments to the Certificate and                                               
the fact that the CT and  CTF stockholders will own                     
approximately 65% of the common stock of                                        
the Company after  the consummation of  the Acquisition  may            
have a negative  effect on  the                                                 
market price and liquidity of the common stock of the                   
Company.                                                                        

The  principal  features of  the  proposed  amendments      
are  described  below but  this                                                 
discussion  is qualified  in  its  entirety  by  reference              
to  the text  of  the  Company's                                                
Certificate  as previously amended, and of the proposed                 
Amended and Restated Certificate set                                            
forth in Appendices D and E hereto, respectively.                       

Generally.  The proposed amendment to the Certificate       
would:                                                                          

1.    Change the name of the Company to MasTec Inc.;        

2.    Increase the  total  number of  shares of  common     
stock  which the  Company  is                                                   
authorized to issue from 25,000,000 to 50,000,000;                      

3.    Eliminate  all   designations,  powers,               
preferences,  rights,  qualifications,                                          
limitations  and restrictions prescribed in the Certificate             
relating to the 5,000,000 shares                                                
of preferred stock authorized  by the Certificate and  which            
may in the future  be issued by                                                 
the Company; and                                                        

4.    Approve the provisions of Section 102(b)(7) of        
Delaware General Corporation  Law                                               
relating to the liability of directors (the "Delaware Law").            

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In  addition  to  the  foregoing  amendments, the           
Board  of  Directors  has  approved                                             
resolutions proposing  to restate  the Certificate  in order            
to (i)  clarify and/or  shorten                                                 
certain provisions of the Certificate, (ii) update the                  
language of certain provisions of the                                           
Certificate to conform with applicable  sections of the                 
Delaware Law, (iii) incorporate into                                            
a single document various amendments  made to the original              
Certificate since July  26, 1968,                                               
and (iv)  renumber the  various  articles and  paragraphs  of           
the  Certificate for  ease  of                                                  
reference.                                                              

Copies  of  the Company's  Certificate, as  previously      
amended, and  of  the proposed                                                  
Amended and Restated Certificate are set forth in Appendices            
D and E hereto, respectively.                                                   

Change of Corporate Name.   The first  of the proposed      
amendments to the  Certificate                                                  
would change the name of the Company to MasTec Inc.                     

The  CT and CTF stockholders have  required this            
amendment to  the Certificate because                                           
they believe that (i) the proposed name will make it easier             
for  the financial community and                                                
others  with whom  the Company  does business to  associate             
the  Company with  its principal                                                
business, (ii) the  proposed name,  by  indicating the                  
Company's principal  business,  also                                            
indicates  the technological and other  resources of the                
Company, thus making  it easier to                                              
attribute such resources to the Company's subsidiaries and              
affiliates and (iii) the founders                                               
of the Company, whose surnames form the  current name of the            
Company, are no longer involved                                                 
in its management.                                                      

THE  BOARD OF  DIRECTORS  HAS  UNANIMOUSLY APPROVED         
THE  FOREGOING AMENDMENT  TO  THE                                               
CERTIFICATE  OF  INCORPORATION  AND  RECOMMENDS  THAT                   
STOCKHOLDERS VOTE  IN  FAVOR  OF  THE                                           
AMENDMENT.   THE  COMPANY'S DIRECTORS  AND NAMED  EXECUTIVE             
OFFICERS  ARE THE  RECORD OWNERS                                                
296,877  SHARES OF  COMMON STOCK  (APPROXIMATELY 3.3%  OF THE           
OUTSTANDING SHARES)  AND HAVE                                                   
INDICATED  THAT  THEY  INTEND TO  VOTE    THEIR SHARES  FOR             
THE  APPROVAL  OF  THE FOREGOING                                                
AMENDMENT.                                                              

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Increase In Authorized  Capital Stock.  The  second of      
the proposed amendments  to the                                                 
Certificate would amend existing Article FIRST of  the                  
Certificate to increase the number of                                           
shares of Common Stock authorized  to be issued by the                  
Company from 25,000,000 to 50,000,000                                           
shares.   Such additional shares  of Common Stock  will be a            
part of the  existing class of                                                  
Common  Stock  of the  Company  and, if  and when  issued,              
will have  the  same  rights and                                                
privileges as the shares of Common Stock of the Company                 
presently outstanding.                                                          

As  of the Record Date, the Company  had 8,768,339          
shares of Common Stock outstanding,                                             
1,459,000 shares of Common Stock reserved for issuance  upon            
conversion of the Company's 12%                                                 
Convertible Subordinated  Debentures due November  15, 2000,            
and 547,000  shares of  Common                                                  
Stock  reserved for  issuance under the  Company's 1976 and             
1978  Non-Qualified Stock Option                                                
Plans.  See  "PROPOSAL TO APPROVE ACQUISITION AGREEMENT WITH            
CHURCH & TOWER, INC. AND CHURCH                                                 
^  & TOWER  OF FLORIDA,  INC. -  ^"Certain Effects  of the              
Acquisition -  Outstanding Stock                                                
Options."                                                               

^ Set  forth below are the  number of shares  of            
capital stock  authorized, issued and                                           
outstanding, and unissued, as of the Record Date, and                   
assuming the Certificate is amended as                                          
proposed and the Acquisition and the Redemption ^ are                   
consummated:                                                                    

                                                                · Download Table
                                                               
                                                               
                              At January    , 1994           If
Acquisition is Consummated                                     

                                               Authorized      
                Authorized                                     
                                   Issued and    & Not         
    Issued and    & Not                                        
          Class        Authorized Outstanding Outstanding      
Authorized Outstanding Outstanding                             
                                                               
                                                               
    Common Stock       25,000,000   8,768,000  16,232,000      
50,000,000  15,864,153  34,135,847                             

    Preferred Stock     5,000,000           0           0      
5,000,000          0           0                               
                                                                        

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Once  authorized, the  additional  shares of  Common        
Stock  will  be issuable  without                                               
further authorization of the  stockholders and on such  terms           
and for such  consideration as                                                  
may be  determined by the  Board of Directors  provided that            
such consideration  is at least                                                 
equal to the par value thereof.  No stockholder has                     
preemptive rights.                                                              

The proposed increase in the number  of authorized but      
unissued shares of Common Stock                                                 
of the Company could have the effect of frustrating or                  
discouraging an  attempt to take over                                           
control of or merge with the Company because such shares                
could be issued to dilute the stock                                             
ownership of any person seeking to obtain control of or merge           
with the Company.                                                               

CT  ^ and  CTF have  required, as  a condition  of the      
Acquisition, that  the Company                                                  
increase the number of authorized and unissued shares of                
Common Stock of  the Company.  Such                                             
shares would be available for possible use in the future in             
connection with the ^ raising of                                                
additional  capital, the  acquisition of  other companies  or           
assets,  the payment  of stock                                                  
dividends,  the subdivision  of outstanding shares  through             
stock  splits, the  adoption and                                                
implementation of additional share incentive plans and other            
corporate purposes  approved by                                                 
the Board of Directors.   Except as discussed elsewhere in              
this  Proxy Statement, the CT and                                               
CTF stockholders  have no present  plan to utilize  any of              
the additional shares of  Common                                                
Stock for which authorization is sought.                                

THE BOARD OF  DIRECTORS HAS UNANIMOUSLY APPROVED THE                    
FOREGOING AMENDMENT TO THE CERTIFICATE                                          
OF  INCORPORATION AND  RECOMMENDS THAT  STOCKHOLDERS VOTE  IN           
FAVOR OF  THE AMENDMENT.   THE                                                  
COMPANY'S DIRECTORS  AND NAMED EXECUTIVE OFFICERS  ARE THE              
RECORD  OWNERS 296,877  SHARES OF                                               
COMMON STOCK  (APPROXIMATELY 3.3% OF  THE OUTSTANDING                   
SHARES) AND HAVE  INDICATED THAT THEY                                           
INTEND TO VOTE  THEIR SHARES FOR THE APPROVAL OF THE                    
FOREGOING AMENDMENT.                                                            

Designations,   Powers,   Preferences,   Rights,            
Qualifications,   Limitations   and                                             
Restrictions  Relating to  Preferred Stock.   The third  of             
the  proposed amendments  to the                                                
Certificate would delete paragraphs 3  through 14 from                  
Section B of existing  Article FOURTH                                           
of  the Certificate.  Paragraphs 3 through 14 prescribe                 
certain powers, preferences, rights,                                            
qualifications, limitations and restrictions for all series             
of preferred stock issued by the                                                
Company, including,  among other  things, (i)  the                      
declaration  and payment  of dividends on                                       
preferred stock,  (ii) the  distribution of the assets  of              
the  Company with respect  to the                                               
preferred  stock upon any liquidation,  dissolution or                  
winding up of  the Company, (iii) the                                           

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status of shares of preferred stock upon redemption or                  
purchase thereof by the Company, (iv)                                           
restrictions on the declaration and payment of  dividends on,           
and the redemption or purchase                                                  
of, any shares of common stock or other class  of stock of              
the Company ranking junior to the                                               
preferred stock,  (v) restrictions  concerning the  creation            
of  other classes  of preferred                                                 
stock, (vi)  restrictions concerning the ability  of the                
Company  to increase the authorized                                             
number of  shares of preferred  stock and (v)  the automatic            
right of holders of  preferred                                                  
stock to elect, as  a separate  class, two additional                   
directors to the  Board of  Directors                                           
under  certain  circumstances.   No  shares  of preferred               
stock  are  currently  issued and                                               
outstanding.                                                            

By deleting 3  through 14 of Section B of existing          
Article  FOURTH of the Certificate,                                             
the Board  of Directors  would have the  authority to                   
determine, among  other things,  with                                           
respect  to each  series  of  preferred  stock  which  may              
be issued  (i)  the  distinctive                                                
designation and number of shares constituting such  series,             
(ii) the dividend rates, if any,                                                
on the  shares of  that series  and whether dividends  would            
be payable  in cash,  property,                                                 
rights or  securities, (iii) whether dividends  would be                
non-cumulative, cumulative to  the                                              
extent earned,  partially cumulative or  cumulative and, if             
cumulative, the  date from which                                                
dividends  on the series would accumulate, (iv) whether, and            
upon what terms and conditions,                                                 
the shares of  that series would be convertible into or                 
exchangeable for other securities or                                            
cash  or other property  or rights,  (v) whether,  and upon             
what terms  and conditions, the                                                 
shares of that series would  be redeemable, (vi) the rights             
and  the preferences, if any, to                                                
which  the shares of that series would be entitled in  the              
event of voluntary or involuntary                                               
dissolution  or liquidation  of  the corporation,  (vii)                
whether a  sinking fund  would  be                                              
provided for the redemption of the series and, if so, the               
terms of and  amounts payable into                                              
such sinking  fund, (viii) whether the holders  of such                 
securities would  have voting rights                                            
and the extent of those voting rights, (ix) whether the                 
issuance of any additional shares of                                            
such series, or any  other series, would be subject to                  
restrictions as to issuance or as to                                            
the powers, preferences  or rights of any such other  series            
and (x) any  other preferences,                                                 
privileges and relative rights of such series as the Board of           
Directors may deem advisable.                                                   

It is not possible to state the precise effect of the       
deletion of paragraphs 3 through                                                
14 of Section B of existing  Article FOURTH upon the rights             
of holders of Common Stock until                                                
the Board  of Directors  determines  the respective                     
preferences, limitations  and  relative                                         
rights of  the holders  of one or  more series  of the                  
preferred  stock.   Such effect might                                           
include, however, (i) reduction of the amount  otherwise                
available for payment of  dividends                                             

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on  Common  Stock, (ii)  restrictions  on  dividends on                 
Common  Stock if  dividends on  the                                             
preferred stock are  in arrears, (iii) dilution of the                  
voting power of the  Common Stock to                                            
the extent that the preferred stock has voting rights and               
(iv) reduction in the interests of                                              
the holders of Common  Stock in the Company's  assets upon              
liquidation to the  extent of any                                               
liquidation preference granted to the preferred stock.                  

Deletion of paragraphs 3  through 14 of Section  B of       
existing  Article FOURTH may  be                                                
viewed as  having the effect  of discouraging  an unsolicited           
attempt by another person  or                                                   
entity to acquire  control of the Company.  Issuances  of               
authorized preferred shares can be                                              
implemented with  voting or conversion privileges  which make           
acquisition  of control of the                                                  
Company more  difficult or  more costly.   Such an issuance             
could discourage  or limit  the                                                 
stockholders' participation in certain types of transactions            
that might be proposed (such as                                                 
a  tender offer),  whether or  not  such transactions  were             
favored by  a  majority of  the                                                 
stockholders,  and  could enhance  the  ability of  officers            
and  directors to  retain their                                                 
positions with the Company.                                             

The CT  and CTF  stockholders believe that  paragraphs      
3 through  14 of  Section B  of                                                 
existing Article FOURTH  of the  Certificate overly  restrict           
the  ability of  the Board  of                                                  
Directors to issue shares of preferred stock with such                  
powers, preferences and rights as may                                           
be suitable for  achieving a valid corporate purpose.   The             
CT and CTF  stockholders believe                                                
that the  complexity of  modern  business financing  and                
acquisition  transactions  requires                                             
greater  flexibility in  the corporation's capital  structure           
than now exists.   By deleting                                                  
paragraphs 3 through  14 of Section B of  Article FOURTH, the           
Board  of Directors would have                                                  
the authority  to issue  shares  of preferred  stock from               
time to  time with  such  powers,                                               
preferences  and rights as  the Board  of Directors  may                
determine appropriate to  achieve a                                             
valid corporate purpose, including, the raising of additional           
capital and the acquisition of                                                  
other companies or assets.   The CT and CTF stockholders do             
not presently have any plan  to                                                 
issue any shares of preferred stock.                                    

THE BOARD OF DIRECTORS  HAS UNANIMOUSLY APPROVED THE                    
FOREGOING AMENDMENT TO  THE CERTIFICATE                                         
OF  INCORPORATION AND  RECOMMENDS THAT  STOCKHOLDERS VOTE IN            
FAVOR OF  THE AMENDMENT.   THE                                                  
COMPANY'S DIRECTORS  AND NAMED EXECUTIVE  OFFICERS ARE  THE             
RECORD OWNERS  296,877 SHARES OF                                                
COMMON  STOCK (APPROXIMATELY  3.3% OF THE  OUTSTANDING                  
SHARES) AND HAVE  INDICATED THAT THEY                                           
INTEND TO VOTE  THEIR SHARES FOR THE APPROVAL OF THE                    
FOREGOING AMENDMENT.                                                            

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Liability of Directors  for Monetary Damages for            
Certain Breaches of Fiduciary  Duty.                                            
Pursuant  to Section 102(b)(7) of the Delaware  Law, the                
Company is  permitted to include in                                             
its Certificate a provision limiting the liability of its               
directors for monetary damages for                                              
breaches of their fiduciary duty of care.                               

In accordance with  such statute, it  is proposed that      
the Certificate be amended  by                                                  
adding thereto the following:                                           

No  director of the Company shall have personal             
liability to the Company or its                                                 
stockholders for  monetary damages for  breach of           
fiduciary duty as a  director                                                   
except  (i) for any breach of such director's duty  of      
loyalty to the Company or                                                       
its stockholders, (ii) for acts or omissions not in         
good faith or  which involve                                                    
intentional misconduct or a knowing violation of law,       
(iii) under Section 174 of                                                      
Delaware Law  relating to  unlawful distributions and       
(iv)  for any  transaction                                                      
from which such director derives an improper personal       
benefit.                                                                        

The proposed limitations on a director's liability to       
the Company and its stockholders                                                
(i) will have  no effect on  the availability  of equitable             
remedies such  as injunction  or                                                
rescission in the event of a  breach of a director's                    
fiduciary duty of care and (ii) relates                                         
only to  future conduct and will  not eliminate liability,              
even  monetary, for conduct which                                               
pre-dates  the effectiveness of  the proposed  amendment.               
The Company  is not  aware of any                                               
pending or threatened claims which would be affected or                 
covered by the proposed amendment.                                              

The proposed limitations will  reduce the availability      
of remedies to the  Company and                                                 
its stockholders for  negligent misconduct by directors  in             
certain circumstances.  However,                                                
the CT  and CTF  stockholders believe that  it is  in the               
best  interests of  the Company to                                              
approve such limitations for two reasons.  First, although              
the CT and CTF  stockholders have                                               
received  no indications that qualified persons  would be               
unwilling to  serve as independent                                              
directors in the absence of such limitations,  the CT and CTF           
stockholders believe, based on                                                  
discussions with some of the proposed  nominees, that the               
presence of such  provisions makes                                              
it easier  to attract  qualified independent  directors to              
serve on  the Company's  Board of                                               

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Directors, Second,  the CT and CTF stockholders believe that            
such limitations may reduce the                                                 
Company's cost to maintain directors' and officers' liability           
insurance coverage.                                                             

THE BOARD OF  DIRECTORS HAS UNANIMOUSLY APPROVED THE                    
FOREGOING AMENDMENT TO THE CERTIFICATE                                          
OF INCORPORATION  AND RECOMMENDS  THAT STOCKHOLDERS  VOTE IN            
FAVOR OF THE  AMENDMENT.   THE                                                  
COMPANY'S DIRECTORS  AND NAMED EXECUTIVE OFFICERS  ARE THE              
RECORD  OWNERS 296,877  SHARES OF                                               
COMMON STOCK  (APPROXIMATELY 3.3% OF  THE OUTSTANDING                   
SHARES) AND HAVE  INDICATED THAT THEY                                           
INTEND TO VOTE  THEIR SHARES FOR THE APPROVAL OF THE                    
FOREGOING AMENDMENT.                                                            

Restatement of  Certificate.   The Company,  directly       
or  through one  or more  of its                                                
subsidiaries, conducts a  variety of businesses.  The conduct           
of some of those businesses is                                                  
specifically  authorized under  Paragraphs 1  through  9 of             
existing  Article THIRD  of the                                                 
Certificate while  others are conducted  under Paragraph 10             
of existing  Article THIRD which                                                
authorizes the Company  "to conduct any lawful business, to             
exercise  any lawful purpose and                                                
power, and to engage in any lawful act or activity for which            
corporations may be organized."                                                 

The  authority granted under Paragraph 10 of existing       
Article THIRD of the Certificate                                                
is sufficiently  broad to  authorize the Company to  conduct            
all  businesses in which  it is                                                 
currently  engaged or may  in the future engage.                        
Accordingly, the CT  and CTF Stockholders                                       
believe  that Paragraphs  1 through  9 of  existing Article             
THIRD  are unnecessary  and have                                                
proposed that they be deleted from the Certificate and that             
the text of Article THIRD of the                                                
Certificate be restated to read in its entirety as follows:             

The purpose of the Company is to engage in any lawful       
act  or activity for which                                                      
corporations may be organized under Delaware Law.           

The CT and CTF stockholders have proposed that the text     
of paragraph 3 of Section A of                                                  
existing  Article FOURTH of the  Certificate be restated as             
follows in order to clarify its                                                 
meaning and conform it with Sections 243 and 244 of Delaware            
Law:                                                                            

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The Board of  Directors may retire any and all  shares      
of Common Stock  that are                                                       
issued  but are not outstanding,  including shares of       
Common  Stock purchased or                                                      
otherwise reacquired by the  Company, and may reduce        
the capital of  the Company                                                     
in connection  with the retirement of  such shares  in      
the  manner provided  for                                                       
under Delaware Law.                                         

The CT and CTF stockholders have proposed that the text     
of paragraph 4 of Section A of                                                  
existing  Article  FOURTH of  the  Certificate be  restated             
in  order  to clarify  that upon                                                
liquidation of the  Company each holder of  Common Stock will           
be  entitled, after payment or                                                  
provision  for payment of the debts and other liabilities of            
the Company and the amounts to                                                  
which the  holders of the Preferred Stock are entitled, to              
share in the remaining net assets                                               
of the  Company on a pro-rata  basis based on the  number of            
shares of Common  Stock held by                                                 
such holder and the total number of shares of Common Stock              
then outstanding.                                                               

Section 245 of Delaware Law permits the Company to omit     
from a restated certificate of                                                  
incorporation any  provision of  the original certificate of            
incorporation which  named the                                                  
incorporator.   Accordingly, the CT and CTF stockholders have           
proposed that Article FIFTH of                                                  
the existing  Certificate be deleted from  the proposed                 
Amended  and Restated Certificate of                                            
the Company.                                                            

In  addition to  the  amendments and  restatements          
described above,  the CT  and  CTF                                              
stockholders have proposed that (i) certain other provisions            
of  the Certificate be restated                                                 
for the  purpose of clarifying such provisions  or making               
them consistent  with the proposed                                              
amendments  described above, without  changing the  substance           
of  such provisions,  (ii) the                                                  
various amendments made to the  original Certificate since              
July  26, 1968 to the  extent not                                               
amended in the foregoing  amendments be incorporated into a             
single document, and (iii)  the                                                 
various articles and paragraphs of the Certificate be                   
renumbered for ease of reference.                                               

THE BOARD OF DIRECTORS  HAS UNANIMOUSLY APPROVED THE                    
FOREGOING AMENDMENT TO  THE CERTIFICATE                                         
OF  INCORPORATION AND  RECOMMENDS THAT  STOCKHOLDERS VOTE IN            
FAVOR OF  THE AMENDMENT.   THE                                                  
COMPANY'S DIRECTORS  AND NAMED EXECUTIVE  OFFICERS ARE  THE             
RECORD OWNERS  296,877 SHARES OF                                                
COMMON  STOCK (APPROXIMATELY  3.3% OF THE  OUTSTANDING                  
SHARES) AND HAVE  INDICATED THAT THEY                                           
INTEND TO VOTE  THEIR SHARES FOR THE APPROVAL OF THE                    
FOREGOING AMENDMENT.                                                            

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            PROPOSAL TO APPROVE 1994 STOCK
OPTION                                                                          
                   PLAN FOR NON-EMPLOYEE DIRECTORS

The CT  and  CTF Stockholders  have proposed,  subject      
to approval  by the  Board  of                                                  
Directors and the holders of Common Stock, the Burnup & Sims            
Inc. 1994 Stock Option Plan for                                                 
Non-Employee Directors (the "Directors' Plan").  The                    
Directors' Plan is designed to maintain                                         
the Company's ability to attract and retain the services of             
experienced and highly qualified                                                
non-employee or outside directors and to increase the                   
proprietary interest of such directors                                          
in  the Company's continued  success.  In the  event the                
Directors  Plan is  approved by the                                             
Board of  Directors, the Directors' Plan will have been                 
approved if a majority of the shares                                            
present, or  represented, and entitled  to vote at the                  
Meeting  ^ are voted in  favor of it.                                           
The adoption  of the Directors' Plan is contingent upon                 
consummation of the Acquisition and,                                            
as such, will not  be approved unless the Acquisition                   
Agreement is  approved by a vote of  a                                          
majority of the shares of Common Stock represented in person            
or by proxy at the Meeting.                                                     

The ^ principal features of the Directors' Plan are         
summarized below, but this summary                                              
is  qualified in its  entirety by reference to  the terms of            
the Directors'  Plan, which is                                                  
attached hereto as Appendix F.                                          

Summary of Directors' Plan                                              

If authorized at  the Meeting, grants of  stock options     
will automatically be  made to                                                  
each individual who is elected  to the Board of Directors at            
a meeting of stockholders held                                                  
at  any time after  the day on which  the Directors' Plan  is           
approved  by the stockholders,                                                  
provided the individual (i) is not and has not been an                  
employee of the Company or any of its                                           
subsidiaries and (ii) is not otherwise eligible to                      
participate in any plan of the Company or                                       
any  of  its  subsidiaries which  would  entitle  such                  
director  to  acquire  securities or                                            
derivative securities of  the Company.  Grants  of stock                
options will  also be automatically                                             
made to  each director  who is  at any  time after  the                 
Directors'  Plan is approved  by the                                            
stockholders appointed by the Board of Directors to fill a              
vacancy on  the Board, subject to                                               
the same eligibility requirements stated above.                         

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An aggregate  of 400,000 shares  of Common  Stock           
(subject to  adjustment as described                                            
below and  provided in the Directors' Plan) will be subject             
to the  Plan.  Shares subject to                                                
options  which terminate  or  expire unexercised  will                  
become available  for  future option                                            
grants.  Subject to the maximum number of shares which are              
subject to the Plan, options will                                               
be granted to each  then eligible director on the day  after            
the day on which the Directors'                                                 
Plan  is approved  by  the  stockholders  and on  the  day              
after  each  annual  meeting  of                                                
stockholders held thereafter, until that held in the year               
2004.                                                                           

Subject to  certain restrictions and  limitations set       
forth below,  each option  will                                                 
permit the  non-employee director, for a  period of up to               
ten years from  the date of grant                                               
(unless the period  is shortened as indicated  below), to               
purchase  from the Company  30,000                                              
shares of the  Company's Common Stock (subject  to adjustment           
as provided in  the Directors'                                                  
Plan) at the fair market value of such shares on the date               
the option is granted as reported                                               
on NASDAQ.                                                              

Except as noted  below, an option shall not be              
exercisable prior  to the expiration of                                         
one year from  the date of grant.   One half of  the total              
number of  shares covered by  the                                               
option shall become exercisable on the first anniversary date           
of the grant and an additional                                                  
one-quarter of the total number of shares covered by the                
option  shall become exercisable on                                             
each of  the two succeeding anniversary dates of the grant              
date.   Except as noted below, an                                               
option may be exercised, only if the  optionee at the time of           
exercise is,  and at all times                                                  
since  the  grant of  the option,  has  been a  director of             
the  Company.   Each  option is                                                 
nonassignable  and  non-transferable  other  than  by  will             
or  the  laws  of  descent  and                                                 
distribution.                                                           

In the event  a non-employee director terminates            
service on  the Board of Directors by                                           
reason of  retirement,  each unexpired  option held  by  the            
optionee  will,  to the  extent                                                 
otherwise exercisable on such date,  remain exercisable until           
the earlier of ten  years from                                                  
the date  of grant or three  years following such retirement.           
The term  "retirement" means                                                  
termination after at least six years of service as a                    
director.                                                                       

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In the event a non-employee director  terminates            
service on the Board of Directors  by                                           
reason of death  or disability, any then  unexpired option              
that has been outstanding  for at                                               
least one year (six months in the case of death) will become            
exercisable in its entirety and                                                 
those and all other exercisable options will continue to be             
exercisable until the earlier of                                                
ten years  from the date of  grant or three  years after such           
termination.   In the  event a                                                  
non-employee director terminates service on  the Board of               
Directors other than by  reason of                                              
retirement,  death  or  disability,  all  unexercised                   
options  shall  terminate  upon  such                                           
termination of service.                                                 

In the event of a "change in control" of the Company at     
any  time on or after March 1,                                                  
1994,  then  all of  the optionee's  outstanding options                
become immediately  exercisable ^.                                              
However, the provisions regarding termination of service as a           
director continue to apply and                                                  
in no event  may an option be exercised prior to the                    
expiration of  six months from the date                                         
of grant or after ten years from the date of grant.   Change            
in control is generally defined                                                 
to  include (i) a  merger  or  consolidation  in which  the             
Company is  not  the  surviving                                                 
corporation or pursuant  to which any shares of the  Company            
are to be  converted into cash,                                                 
securities or  other property, or any  sale, lease,  exchange           
or other  transfer of all,  or                                                  
substantially all,  of the assets of  the Company, (ii) the             
approval by  the shareholders of                                                
any plan for  the liquidation  or dissolution  of the                   
Company, (iii) the  acquisition by  a                                           
"person"  or "group,"  as defined in  the Directors' Plan,              
of 33% or more  of the Company's                                                
Common  Stock or (iv) if individuals constituting  the                  
"Incumbent Board," as  defined in the                                           
Directors' Plan,  cease to  constitute a  majority of the               
whole Board of  Directors of  the                                               
Company.                                                                

Payment  of the  option price upon  exercise may be         
made in cash, by  the delivery of                                               
Common Stock already owned by  the non-employee director, a             
combination of  cash and shares,                                                
or in accordance with a cashless exercise program under which           
shares of  Common Stock may be                                                  
issued  directly to the  optionee's broker or dealer  upon              
receipt of the  purchase price in                                               
cash from  the broker or  dealer.  No optionee shall  have              
any rights to  dividends or other                                               
rights of a  stockholder with respect to his  or her shares             
subject  to the option until the                                                
optionee has  given written notice  of exercise and has paid            
in full for such  shares.  The                                                  
optionee shall be required  to pay to the Company, such                 
amount as the Company may demand to                                             
satisfy  any  tax withholding  obligation.   Tax  withholding           
obligations  may  be met  by a                                                  
withholding  of stock otherwise deliverable to the optionee             
under procedures approved by the                                                
Board of Directors.                                                     

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The  Directors' Plan  will be  administered  by the         
Board of  Directors  who will  be                                               
authorized to interpret the Directors' Plan.   However, the             
Board will have no  authority in                                                
respect  of the selection of  directors to receive options,             
the number  of shares subject to                                                
the Directors'  Plan, the number  of options  to be  granted,           
the number of  shares in  each                                                  
grant, the option price for  shares subject to options, the             
period  during which options may                                                
be granted or  exercised, or the class of  persons eligible             
to receive  options.  The  Board                                                
also may not  materially increase the benefits under the                
Directors' Plan or, without further                                             
approval  of the stockholders, amend  the Plan  in any of               
the foregoing  respects provided,                                               
however, that  the Directors'  Plan provisions  affecting the           
amount of  Common Stock  to be                                                  
awarded to  eligible directors,  the timing of  those awards            
or the  determination of those                                                  
eligible to receive such  awards may not be  amended more               
than once every  six months, other                                              
than to comport with  changes in the  Code, the Employee                
Retirement Income Security Act  of                                              
1974,  as amended,  or the  rules thereunder.   No                      
stockholder  approval will  be required,                                        
however, if the Board of Directors obtains a legal opinion              
stating that such approval is not                                               
required under the  Securities Exchange Act of 1934, in                 
order for the options granted under                                             
the Plan to continue to be exempt from the operation of                 
Section 16(b) of such Act.                                                      

Adjustments  shall be  made in  the number  and class       
of shares  available under  the                                                 
Directors' Plan  and the number,  class and  price of  shares           
subject to outstanding  option                                                  
grants, in each such case  to reflect changes in the                    
Company's Common Stock  through changes                                         
in  the Company's corporate structure  or capitalization,               
such as through  a merger or stock                                              
split.                                                                  

Federal Income Tax Consequences                                         

The following  is a brief description  of the federal       
income tax  consequences, under                                                 
existing law, of the Directors' Plan:                                   

The options under the Directors' Plan are nonstatutory      
options not intended to qualify                                                 
as incentive  stock options under  Section 422 of  the                  
Internal Revenue Code.   The grant of                                           
options will not result in taxable income to the non-employee           
director or a tax deduction to                                                  

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the Company. The exercise  of an option by  a non-employee              
director  will result in  taxable                                               
ordinary income to the non-employee director and, if                    
applicable withholding requirements are                                         
satisfied, a corresponding  deduction for the Company, in               
each case  equal to the difference                                              
between the fair market  value of the acquired  shares on the           
date the  option was exercised                                                  
and the fair  market value of  such shares on the  date the             
option  was granted (the  option                                                
price).                                                                 

An optionee's tax basis for  shares acquired upon           
exercise of an option will  be equal                                            
to the fair market  value of such shares on the date  the               
option is exercised.   The holding                                              
period for  such shares will commence  on such date  and,               
accordingly, will  not include the                                              
period during  which the  option was  held.   The payment  of           
the option  exercise price  by                                                  
delivery of  Common Stock  of the  Company will  constitute a           
non-taxable exchange  by  the                                                   
optionee.  Use of Common  Stock in payment of the option                
price  will result in the same  tax                                             
consequences to the Company as if the exercise were effected            
by a cash payment.                                                              

In the event of a sale of shares received upon exercise     
of an option, any gain or loss                                                  
will  generally be a  capital gain or loss.   The capital               
gain or loss  will be a long-term                                               
capital gain or loss if the shares were held for more than              
one  year after the date on which                                               
the option was exercised.                                               

THE  BOARD  OF  DIRECTORS HAS  NOT  YET  VOTED  ON THE      
1994  STOCK  OPTION  PLAN  FOR                                                  
NON-EMPLOYEE DIRECTORS.   IN THE EVENT THE  BOARD OF                    
DIRECTORS  APPROVES THE COMPANY'S  1994                                         
STOCK OPTION  PLAN FOR NON-EMPLOYEE  DIRECTORS, THE BOARD OF            
DIRECTORS  WOULD RECOMMEND THAT                                                 
THE HOLDERS OF COMMON  STOCK VOTE FOR APPROVAL  OF THE                  
COMPANY'S 1994 STOCK  OPTION PLAN FOR                                           
NON-EMPLOYEE DIRECTORS.  THE COMPANY'S DIRECTORS AND NAMED              
EXECUTIVE OFFICERS ARE THE RECORD                                               
OWNERS OF 296,877  SHARES OF COMMON STOCK  (APPROXIMATELY               
3.3%  OF  OUTSTANDING  SHARES) AND                                              
HAVE INDICATED  THAT THEY INTEND  TO VOTE  THEIR SHARES  FOR            
THE APPROVAL OF  THE 1994 STOCK                                                 
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.                                 

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                   PROPOSAL TO APPROVE
                   1994 STOCK INCENTIVE PLAN

The CT  and  CTF Stockholders  have proposed,  subject      
to approval  by the  Board  of                                                  
Directors and the holders of Common Stock,  the Burnup & Sims           
Inc. 1994 Stock Incentive Plan                                                  
(the  "Incentive Plan")  for  key  employees, including                 
officers,  of the  Company  and its                                             
subsidiaries  to replace the  Current Plans.  The  Incentive            
Plan is more  flexible than the                                                 
Current Plans,  containing  provisions which  the  Company              
believes are  similar  to  those                                                
presently approved by other  large corporations.  The                   
Incentive Plan is  designed to provide                                          
for  the grant  of options  that qualify  as  "incentive                
stock  options" under  the Internal                                             
Revenue Code  of 1986,  as amended  (the "Code"),  or options           
other than  "incentive  stock                                                   
options," as well as provide for the award of restricted                
stock and bonuses payable in stock.                                             
In  addition to the replacement of the Current Plan,  the               
purpose of approving the Incentive                                              
Plan, consistent with the purposes  of the Current Plans is             
to  continue to have available a                                                
stock compensation  plan  that will  encourage and  enable              
participating employees  of  the                                                
Company  to acquire a proprietary interest  in the Company              
through  stock ownership and will                                               
assist the Company  in attracting and retaining  key                    
employees.   In the event  the Board of                                         
Directors approves the  Incentive Plan,  the Incentive  Plan            
will  have been  approved if  a                                                 
majority of the shares present or represented, and entitled             
to vote at the Meeting are voted                                                
in favor of it.   The adoption of the Incentive  Plan is                
contingent upon consummation of the                                             
Acquisition and, as such, will not be approved  unless the              
Acquisition Agreement is approved                                               
by a vote of a majority of the  shares of Common Stock                  
represented in person or by proxy  at                                           
the Meeting.                                                            

The principal features of the Incentive Plan are            
summarized below, but this summary is                                           
qualified in its entirety by reference to the terms of the              
Incentive Plan, which is attached                                               
hereto as Appendix G.                                                   

Summary of Incentive Plan                                               

Subject to adjustment as noted below, the total number      
of shares  that may be optioned                                                 
or awarded under the Incentive Plan is 800,000 shares of the            
Company's Common Stock of which                                                 

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200,000 shares may  be awarded as restricted  stock.  If  the           
Incentive Plan  is approved by                                                  
stockholders,  no  further  awards  will   be  made  under              
the  Current  Plans.    However,                                                
approximately  252,000  shares will  continue to  be                    
reserved with  respect to  the shares                                           
outstanding  under Current Plans.  No employee  may receive,            
over the  term of the Incentive                                                 
Plan, awards in  the form of options, whether incentive stock           
options  or options other than                                                  
incentive stock options, to purchase more than 200,000 shares           
of the Company's Common Stock.                                                  
Any shares subject to  an option under the  Incentive Plan              
which for any  reason expires, is                                               
relinquished or  is terminated unexercised and  any                     
restricted stock  which is forfeited may                                        
again  be optioned  or awarded under  the Incentive Plan,               
provided,  however, that forfeited                                              
shares shall not  be available for further awards if  the               
employee has realized any benefits                                              
of ownership from such shares.                                          

Key salaried employees, including officers, of the          
Company and its subsidiaries, shall                                             
be  eligible to participate in the Incentive Plan.   The                
Compensation Committee of the Board                                             
of  Directors (the  "Committee")  will  administer the                  
Incentive  Plan  and  determine  the                                            
recipients of  options and awards, their  terms and                     
conditions within  the parameters of the                                        
Incentive Plan and the number of  shares covered by each                
option or award.  The Committee may                                             
approve rules and  regulations to carry out the Incentive               
Plan and  its decision with regard                                              
to any question arising under the Plan shall be final and               
conclusive on all employees of the                                              
Company  or its  subsidiaries participating  or eligible to             
participate in  the Plan.   The                                                 
Committee shall  consist  of not  less than  three  outside             
non-employee directors  of  the                                                 
Company.  Such directors are not eligible to participate in             
the Incentive Plan.  No award or                                                
option may be  granted under the Incentive  Plan after                  
January, 2004,  but awards or options                                           
theretofore granted may extend beyond that date.                        

The Board of Directors  of the Company may  amend,          
alter or discontinue  the Incentive                                             
Plan, but no amendment, alteration or discontinuation may be            
made which would (i) impair the                                                 
rights  of any  recipient of  restricted stock  or  option or           
stock bonus  already granted,                                                   
without his  or her written  consent, or (ii)  without the              
approval of  the stockholders (A)                                               
increase the total number of shares reserved for the                    
Incentive Plan, (B) decrease the option                                         
price of an incentive stock  option to less than 100% of the            
fair market value of the stock                                                  
on the date the option  was granted, (C) change the class of            
persons eligible to receive an                                                  
award of restricted stock or options under the Incentive                
Plan, or (D) extend the duration of                                             
the Incentive Plan.  The Committee  may, retroactively or               
prospectively, amend the  terms of                                              

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any award  of restricted stock  or option already  granted,             
provided no such  amendment will                                                
impair the rights of any holder without his or her written              
consent.                                                                        

The option price per share shall be determined by the       
Committee, but shall not be less                                                
than  100% of the fair  market value of  a share of  Common             
Stock at the time  the option is                                                
granted as reported on  NASDAQ.  Options granted  under the             
Incentive Plan will  expire on a                                                
date fixed by the Committee, but not  more than ten years               
from the date of grant in the case                                              
of incentive stock  options or such  later date as may  be              
permitted under  the Code.   Each                                               
option will state whether it  is immediately exercisable in             
full or  when and to what extent                                                
it  shall be  exercisable.   In the absence  of any  contrary           
provision,  no option  will be                                                  
exercisable within six months from the date of grant.                   

Payment of  the option price  upon exercise of an           
option  may be made in  cash, by the                                            
delivery of Common Stock already owned by the optionee, a               
combination of cash and shares, or                                              
in accordance  with a cashless  exercise program under  which           
shares of Common  Stock may be                                                  
issued directly  to the optionee's broker  or dealer upon               
receipt of the  purchase price in                                               
cash from  the broker or  dealer.  No optionee shall  have              
any rights to  dividends or other                                               
rights of a  stockholder with respect to his  or her shares             
subject  to the option until the                                                
optionee has  given written notice  of exercise and has paid            
in full for such  shares.  Tax                                                  
withholding obligations may be  met by a withholding  of                
stock otherwise deliverable to  the                                             
optionee under procedures approved by the Committee.                    

Each  option granted  under  the Incentive  Plan  may       
provide  for  stock appreciation                                                
rights, that is, the  right to exercise such option in whole            
or in part without payment  of                                                  
the option price.  If an option is exercised without payment,           
the optionee shall be entitled                                                  
to receive  the excess of the  fair market value of  the                
stock covered by  the option on the                                             
date of exercise over the option exercise price.  Such amount           
is payable in stock or in cash                                                  
or in a combination of stock and cash at the discretion of              
the Committee.                                                                  

If an  optionee's employment  terminates by reason of       
his or  her retirement under  a                                                 
retirement plan  of  the  Company  or a  subsidiary  or                 
death,  the optionee's  option  may                                             
thereafter be exercised  by the optionee or by  his or her              
estate or beneficiary  within the                                               
period specified in the option (not to exceed 3 years from              
the date of  termination) but not                                               

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beyond the termination date of the option.  Unless otherwise            
determined by the Committee, if                                                 
an  optionee's employment  terminates for  any reason  other            
than  death or  retirement, the                                                 
optionee's  option shall thereupon terminate.  During the               
optionee's lifetime, the option is                                              
exercisable only by the optionee and shall not be                       
transferable except by will or the laws of                                      
descent and distribution.                                               

No incentive  stock  option will  be granted  to an         
employee who  owns  or would  own                                               
immediately before the grant  of such option, directly or               
indirectly, stock  possessing more                                              
than 10% of the  total combined voting power of all classes             
of stock of the Company.   This                                                 
restriction will not  apply if, at  the time  such incentive            
stock option  is granted,  the                                                  
option price  is at least 110% of the fair market value of              
one share of Common Stock on the                                                
date of grant  and the  incentive stock  option by its  terms           
is  not exercisable  after the                                                  
expiration of five years from the date of grant.                        

Awards of restricted stock may be in addition to or in      
lieu of option  grants.  During                                                 
the  restriction period (as set by the  Committee) the                  
recipient of  restricted stock is not                                           
permitted to sell, transfer, pledge, or assign the shares.              
Shares of restricted stock shall                                                
become free of all restrictions if the recipient dies or his            
or her employment is terminated                                                 
by reason of permanent disability  during the restriction               
period,  and to the extent  set by                                              
the  Committee, if  the recipient  retires under  a                     
retirement  plan of  the Company  or any                                        
subsidiary.  In the event  of a termination of employment               
during the restriction  period for                                              
any  reason other  than death,  disability or,  to the extent           
determined by  the Committee,                                                   
retirement under  a retirement  plan of the  Company or  a              
subsidiary,  shares of restricted                                               
stock  will be forfeited and revert to the Company, except              
to the extent that the Committee                                                
determines that such forfeiture is not  in the best interests           
of the Company and waives  the                                                  
forfeiture  provision with  respect to  all or  some  of the            
restricted stock  held  by the                                                  
employee.                                                               

The recipient of restricted stock shall be entitled to      
vote the shares and receive all                                                 
dividends paid thereon, except that dividends paid in Company           
Common Stock or other property                                                  
shall  also be subject to the same  restrictions.  Tax                  
withholding obligations shall be paid                                           
in cash  by  the recipient  or may  be met  by  the                     
withholding  of Common  Stock  otherwise                                        
deliverable to the recipient pursuant to procedures approved            
by the Committee.                                                               

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In lieu  of cash bonuses otherwise  payable to eligible     
employees under the Company's                                                   
compensation practices,  the Committee may  determine that              
such bonuses shall  be payable in                                               
Common Stock or partly in  Common Stock and partly in cash.             
Any such shares of Common Stock                                                 
shall be free of any restrictions imposed by the Plan.  The             
Company shall  withhold from any                                                
such cash  bonuses an amount of cash sufficient to meet its             
tax withholding obligations.  If                                                
the cash portion of the  bonus is not sufficient,  the tax              
withholding obligations  shall be                                               
paid in  cash by the recipient  or may be met  by the                   
withholding  of Common Stock otherwise                                          
deliverable to the recipient pursuant to procedures approved            
by the Committee.                                                               

In the  event of  a "change  in control"  of the            
Company, in addition  to any  action                                            
required or authorized by the option or award, the Committee            
may in its discretion recommend                                                 
that the Board of Directors take  certain actions as a result           
of, or in anticipation, of the                                                  
change in control, to assure fair and equitable treatment of            
the  employees who hold options                                                 
or restricted  stock, including an offer  to purchase any               
outstanding option  or restricted                                               
stock  granted or issued pursuant to the Incentive Plan for             
its cash value as determined by                                                 
the Committee.   However,  in  no event  may  an option  be             
made  exercisable prior  to  the                                                
expiration of  six months  from the date  of grant or,  in              
the  case of  an incentive  stock                                               
option, after ten years from the date it was granted.                   

Change in  control is generally  defined to  include        
(i) a merger  or consolidation in                                               
which the Company is not the  surviving corporation ^ or                
pursuant to which any shares of the                                             
Company are  to be converted into  cash, securities or  other           
property, or  any sale, lease,                                                  
exchange or  other transfer  of all, or  substantially all,             
of  the assets  of the  Company,                                                
(ii) the approval by  the stockholders of any plan for the              
liquidation or dissolution of the                                               
Company, (iii) the acquisition by a  "person" or "group," as            
defined in  the Incentive Plan,                                                 
of  33% or  more of  the  Company's Common  Stock or  (iv) if           
individuals constituting  the                                                   
"Incumbent Board," as defined in  the Incentive Plan, cease             
to constitute a majority  of the                                                
whole Board of Directors of the Company.                                

Adjustments  shall be  made in  the number  and class       
of shares  available under  the                                                 
Incentive Plan  and the  number, class  and price  of shares            
subject to outstanding  option                                                  
grants,  in each such case to reflect changes in  the                   
Company's Common Stock through changes                                          

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in the  Company's corporate structure  or capitalization such           
as through a merger  or stock                                                   
split.                                                                  

Federal Income Tax Consequences                                         

^ The  following is a brief description of the  federal     
income tax consequences, under                                                  
existing law, of the Incentive Plan:                                    

Incentive Stock Options                         

(a)   Neither  the grant  nor the exercise  (while the      
employee is  employed or within                                                 
three  months after termination of employment,  
or twelve months in  the case of                                                
termination  on account  of disability)  of an  
incentive stock  option will  be                                                
treated as the receipt of taxable income by the 
employee or a deductible item by                                                
the Company.   The amount by  which the fair    
market  value of the  shares issued                                             
 upon  exercise  exceeds  the  option  price  will
constitute  an  item of  "tax                                                   
 preference" to  the employee for  purposes of the
alternative minimum  tax.  For                                                  
alternative minimum tax purposes only the tax   
basis of the Common Stock acquired                                              
 upon the exercise of such option, is increased by
the amount of such excess.                                                      

(b)   If  the employee holds  shares acquired  by him       
or her  upon the  exercise of an                                                
option for  the two-year period  from the date  
of grant  of the option and  the                                                
one-year period beginning on the  day after such
exercise, and if  he or she has                                                 
been  an employee of the Company or its         
subsidiaries  at all times from the date                                        
of grant to the day  three months before        
exercise, or twelve months in  the case                                         
 of termination on account of disability, then any
gain  realized by the employee                                                  
on a later sale or exchange of such shares will 
be a  long-term capital gain and                                                
any loss sustained will  be a long-term capital 
loss.   The Company will realize                                                
 no tax deduction with respect to any such sale or
exchange of option shares.                                                      

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(c)   If the employee disposes of any  shares acquired      
upon the exercise of an  option                                                 
during  the two-year period from the date of    
grant of the option or the one-year                                             
 period  beginning on the day after such exercise,
the employee will generally be                                                  
obligated to  report as ordinary income  for the
year  in which  the disposition                                                 
occurred the amount by which the fair market    
value of such shares on the date of                                             
the exercise  of the option  (or, as noted  in  
clause (d) below, in  the case of                                               
certain sales or exchanges of such  shares for  
less than such fair market value,                                               
 the amount  realized upon such sale  or exchange)
exceeds  the option price, and                                                  
 the Company will be entitled to a deduction equal
to the amount of such ordinary                                                  
income.  Any such ordinary income will increase 
the employee's tax basis for the                                                
purpose of determining gain or loss.            

(d)   If an  option holder who  has acquired stock          
upon the exercise of  an incentive                                              
stock option makes a disposition within the     
two-year period described above, and                                            
the  disposition is  a  sale  or  exchange with 
respect  to which  a  loss  (if                                                 
sustained) would be recognized to the option    
holder,  then the amount includible                                             
in the option holder's  gross income, and the   
amount deductible by  the Company,                                              
will  not exceed  the excess  (if any)  of the  
amount realized  on the  sale or                                                
exchange over the tax basis of the stock.       

Non-Qualified Stock Options                     

In the case  of an option granted under the     
Incentive Plan  that is not an                                                  
incentive  stock option,  the grant  of the  option         
will  not result  in taxable                                                    
income  to the option  holder or  a tax  deduction to       
the Company.   The option                                                       
holder recognizes  ordinary income at  the time  the        
option is  exercised in the                                                     
amount by which the fair  market value of the shares        
acquired exceeds the option                                                     
price.  The Company is entitled to a corresponding          
ordinary income tax deduction                                                   
at that time, if applicable  withholding requirements       
are satisfied.  The option                                                      
holder's tax basis for purposes of determining gain or      
loss on a subsequent sale                                                       
of the shares is the fair  market value of the shares       
at the date of exercise of                                                      
the option.  The holding period for  such shares will       
commence on such date and,                                                      
accordingly, will not include the period  during which      
the option was held.   In                                                       
the event of a sale of shares  received upon exercise       
of the option, any gain or                                                      

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loss will generally be a capital gain or loss.  The         
capital gain or loss will be                                                    
a long-term capital gain or loss if the shares were         
held for  more than one year                                                    
after the date on which the option was exercised.           

Use of Stock to Exercise Options                

The payment  of the option  exercise price by   
delivery of  Common Stock of                                                    
the Company will constitute a non-taxable exchange by       
the  optionee and will not                                                      
affect the incentive stock option status of the stock       
acquired in the case of an                                                      
incentive stock option.   However, if the Common Stock      
delivered in  payment was                                                       
previously  acquired pursuant to the  exercise of an        
incentive  stock option and                                                     
has  not been  held  for  the  requisite  one-year          
period, the  exchange  would                                                    
constitute a  premature disposition  of such  Common        
Stock  for purposes  of the                                                     
incentive stock option holding requirements.  Use of        
Common  Stock in payment of                                                     
the option price  will result in the same tax               
consequences to the Company as if                                               
the exercise were effected by a cash payment.               

Stock Appreciation Rights                       

The  amount received  by an  optionee who       
exercises a  stock appreciation                                                 
right with  respect to his or  her option is  taxable       
as ordinary  income at the                                                      
time of exercise and the  Company is entitled to a          
corresponding ordinary income                                                   
tax deduction.                                              

Bonus Stock                                     

The grantee will realize ordinary income during 
his or her taxable year in                                                      
which the shares of Common Stock are issued pursuant to     
the award of Bonus Stock                                                        
in an amount equal to the fair market value of the          
shares of Common Stock at the                                                   
date of issue.  The Company  is entitled to a               
corresponding ordinary  income tax                                              
deduction.  If the grantee thereafter disposes  of such     
shares of Common  Stock,                                                        

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any amount received in excess  of the market value of       
the  shares on the date of                                                      
issue will  be treated  as long-or  short-term capital      
gain  depending upon  the                                                       
holding period of the shares.                               

Restricted Stock                                

A grantee will not realize any taxable income   
upon the award of Restricted                                                    
Stock unless a  grantee elects under Section 83(b) of       
the Code to have the fair                                                       
market value of the Common Stock  (determined without       
regard to  the possibility                                                      
of forfeiture)  included in his or  her gross income in     
the year the Restricted                                                         
Stock  is issued.  In the absence  of such an election,     
the grantee will realize                                                        
ordinary  income during  his or  her taxable  year in       
which the  possibility of                                                       
forfeiture  lapses.  If the grantee thereafter disposes     
of the Common Stock, any                                                        
amount received in excess of the fair market value of       
the shares on the date the                                                      
possibility of  forfeiture lapsed will be  treated as       
long- or short-term  gain                                                       
depending upon  the holding  period (measured from the      
date the  possibility of                                                        
forfeiture lapsed) of the shares.   The Company will be     
entitled to  an ordinary                                                        
tax deduction in  the same amount and at the same time      
the grantee is considered                                                       
to have realized ordinary income.                           

Change in Control                               

Under certain circumstances, accelerated vesting
or exercise of options or                                                       
stock  appreciation  rights,  or  the  accelerated          
lapse  of   restrictions  on                                                    
restricted stock, in connection with  a "change in          
control" of the Company might                                                   
be deemed an "excess parachute payment" for purposes of     
the golden parachute tax                                                        
provisions of Section 280G of the Code.   To the extent     
it is so considered, the                                                        
optionee or grantee  may be subject to a 20%  excise        
tax and the  Company may be                                                     
denied a tax deduction.                                     

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THE BOARD  OF DIRECTORS HAS  NOT YET ACTED ON THE  1994     
STOCK INCENTIVE PLAN.   IN THE                                                  
EVENT  THE BOARD OF DIRECTORS APPROVES THE COMPANY'S 1994               
STOCK INCENTIVE PLAN, THE BOARD OF                                              
DIRECTORS  WOULD  RECOMMEND  THAT THE  HOLDERS  OF COMMON               
STOCK VOTE  FOR  APPROVAL  OF THE                                               
COMPANY'S 1994 STOCK INCENTIVE PLAN.  THE  COMPANY'S                    
DIRECTORS AND NAMED EXECUTIVE  OFFICERS                                         
ARE  THE  RECORD  OWNERS OF  296,877  SHARES OF  COMMON                 
STOCK  (APPROXIMATELY  3.3% OF  THE                                             
OUTSTANDING SHARES)  AND  HAVE INDICATED  THAT THEY  INTEND             
TO VOTE  THEIR SHARES  FOR  THE                                                 
APPROVAL OF THE 1994 STOCK INCENTIVE PLAN .                             

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                    ELECTION OF DIRECTOR

The  Board of  Directors is  currently comprised  of        
five  directors elected  in three                                               
classes  (the "Classes"),  with  two Class  I, one  Class  II           
and  two Class  III directors.                                                  
Directors in each  Class hold office  for three-year  terms.            
The  terms of the  Classes are                                                  
staggered so that the term of one Class terminates each year.           
The term of the current Class                                                   
II Director expires at the  Meeting and when his respective             
successor has been  duly elected                                                
and qualified.                                                          

Samuel C. Hathorn, Jr., the current Class II Director,      
has been nominated by the Board                                                 
of Directors to be reelected  as the Class II Director at the           
Meeting.  The Company has  no                                                   
reason to  believe that Mr. Hathorn will refuse or be unable            
to accept election; however, in                                                 
the event he  is unable to accept  election or if any other             
unforeseen  contingencies should                                                
arise, each proxy that does not direct otherwise will be                
voted for such other  person as may                                             
be designated by the Board of Directors.                                

                    MANAGEMENT

Information as to Nominees and Other Directorships                      

The  following information concerning  principal            
occupation  or employment  during the                                           
past  five years, other  directorships and  age, has  been              
furnished  to the  Company by the                                               
nominee for  director in Class II, by the directors in                  
Classes III  and I whose terms expire                                           
at the  Company's Annual Meetings of  Stockholders in 1994              
and  1995, respectively, and when                                               
their respective successors have been duly elected and                  
qualified,  all executive officers of                                           
the Company, and the individuals who will become additional             
executive officers and directors                                                
of the Company if the Acquisition is consummated.                       

Nominee for Director                                                    

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Class II (Term, if elected, expires at the Annual           
Meeting of Stockholders in 1996)                                                

                        Principal Occupation
                       or Employment
Director                                                              
Name           Age       During the Past Five Years 
Since                                                             

Samuel C. Hathorn, Jr.   50   President of Trendmaker Homes,          
and     1981                                                                    
              since December  1, 1990,
President                                                                       
                of    Centennial    Homes,
Inc.,                                                                           
                   subsidiaries of  Weyerhaeuser
Co.,                                                                            
              Houston    and   Dallas,
Texas,                                                                          
               homebuilders   and   real
estate                                                                          
developers

Directors Whose Terms of Office will Continue After the                 
Annual Meeting                                                                  

Class III (Terms expire at the Annual Meeting of            
Stockholders in 1994)                                                           

                        Principal Occupation
                       or Employment
Director                                                              
Name           Age       During the Past Five Years 
Since                                                             

Cecil D. Conlee          57   Chairman,  CGR Advisors,                
Atlanta,     1973                                                               
            Georgia,  real  estate
investment                                                                      
advisors  

Leo J. Hussey            54    Executive  Vice President  of          
the     1976                                                                    
                  Company    and     President
of                                                                              
             Southeastern   Printing
Company,                                                                        
              Inc.,  and  The  Deviney
Company,                                                                        
                   wholly-owned  subsidiaries of
the                                                                             
Company   

                    75
Class I (Terms expire at the Annual Meeting of              
Stockholders in 1995)                                                           

                        Principal Occupation
                       or Employment
Director                                                              
Name           Age       During the Past Five Years 
Since                                                             

Nick A. Caporella        57   Chairman    of   the    Board           
of     1974                                                                     
                Directors, Chief Executive
Officer                                                                         
                   and President of  the Company
and                                                                             
                   Chairman    of   the    Board
of                                                                              
                Directors, Chief Executive
Officer                                                                         
          and President of NBC
William A. Morse         66   Attorney-at-Law,                        
Danville,     1977                                                              
California
President,
Behring-Hofmann                                                                 
 Educational
          Institute, Danville,
California                                                                      

Mr.  Caporella is a director of NBC.  Mr. Conlee  is a      
director of Cousins Properties,                                                 
Inc. and Oxford Industries,  Inc.  Mr.  Morse is a  director            
of Behring-Hofmann  Educational                                                 
Institute, Inc.                                                         

Executive Officers                                                      

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                               Principal
Occupation                                                                      
                              or
Employment                                                                      
Name           Age                During the Past   
Five Years                                                                      

George R. Bracken        48   Vice  President &  Treasurer            
of the  Company, since                                                          
                March 1992; Vice President
Financial Planning of the                                                       
            Company since May 1985
Michael Brenner          45    General Counsel of the                 
Company since June 1988                                                         

Gerald W. Hartman        53    Senior   Vice  President   of          
the   Company  since                                                            
    September 1988

Margaret M. Madden      41   Vice President of the Company          
since  September 1987;                                                          
               Corporate Secretary since
August 1984                                                                     
Linda L. Rine            46   Vice  President  - Insurance            
of  the Company  since                                                          
    September 1987

Proposed Directors and  Executive Officers.  The following              
individuals will be appointed as                                                
officers  and  directors  of  the  Company,  in  the                    
capacities  indicated below,  assuming                                          
consummation  of the  Acquisition.   See "ELECTION  OF                  
DIRECTOR"  and  "PROPOSAL TO  APPROVE                                           
ACQUISITION AGREEMENT WITH CHURCH & TOWER, INC. AND CHURCH &            
TOWER OF  FLORIDA, INC. - Terms                                                 
of  the  Acquisition Agreement  --  Directors and  Management           
of  the Company  Following the                                                  
Acquisition."                                                           

Percentage   Percentage                                                     

Ownership   Ownership of                                                    
        Principal Occupation
of Common     Common                                                      
       or Employment
Proposed  Stock Before  Stock After                                             
          Age  During the Past Five Years  Class
Acquisition  Acquisition                                                    
Name                                                    

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Jorge L. Mas Canosa   54   Proposed  Director; during    II             
-0-          33.6%                                                    
        the  past  five  years has
        served  as  President  and
        Chief Executive Officer of
CTF               

Jorge Mas             30   Proposed         Director,     I             
-0-          24.8%                                                    
        President     and    Chief
        Executive  Officer; during
        the  past  five  years has
        served for part  or all of
        such  period  as President
        and     Chief    Executive
        Officer  of  CT  (and  its
        predecessor        company
        Communication Contractors,
        Inc.), Neff Rental,  Inc.,
        Neff    Machinery,   Inc.,
        Atlantic    Real    Estate
        Holding  Corp.  and   U.S.
        Development Corp.,  each a
        company controlled  by the
     CT and CTF stockholders
Eliot C. Abbott       44   Proposed  Director; during    II             
-0-           -0-                                                     
        the  past  five  years has
        been a  shareholder in the
        law   firm   of   Carlos &
        Abbott,    P.A.,    Miami,
Florida           

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Arthur B. Laffer      53    Proposed        Director;    III            
-0-           -0-                                                     
        President,  Canto Advisors
        Incorporated,           an
        investment  advisor, since
        May 1993;  Chief Executive
        Officer,   Calport   Asset
        Management,     a    money
        management   firm,   since
        June 1992;  Chairman, A.B.
        Laffer,   V.A.   Canto   &
        Associates,   an  economic
        research   and   financial
        consulting  firm (formerly
        known   as   A.B.   Laffer
        Associates),  since  1979;
        Chief  Executive  Officer,
        Laffer            Advisors
        Incorporated,           an
        investment   advisor   and
       broker-dealer, since 1975

Mr. Laffer is a director  of U.S. Filter Corporation,       
Nicholas Applegate Growth Equity                                                
Fund  and Nicholas  Applegate Mutual Fund.   Mr. Mas  Canosa            
is a director  of The Wackenhut                                                 
Corporation and Landair Transport, Inc.                                 

Jorge L. Mas Canosa is the father of Jorge Mas.             

Directors Following Consummation of the Acquisition                     

In the event Mr. Hathorn is elected and the Acquisition     
is consummated, the Company's                                                   
Board of Directors will be comprised of the following                   
individuals:                                                                    

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Name                    Class       Term Expires

Cecil D. Conlee               III           1994            
Arthur B. Laffer              III           1994            
Jorge Mas                       I           1995            
William A. Morse                I           1995            
Eliot C. Abbott                II           1996            
Jorge L. Mas Canosa            II           1996            
Samuel C. Hathorn, Jr.         II           1996            

Meetings and Committees of the Board of Directors                       

During Fiscal  1993, (i) the  Board of  Directors held      
four  meetings and  all of  the                                                 
members of the Board of Directors attended each of such                 
meetings and (ii) each member of the                                            
Board of  Directors also attended all meetings of those                 
committees of which he was a member.                                            
The Board  of Directors has standing  Audit, Compensation and           
Stock Option,  Finance, Stock                                                   
Purchase Plan, Nominating, Special Transaction and Executive            
Strategic Planning Committees.                                                  

The members  of the Company's Audit  Committee are          
Messrs.  Conlee, Hathorn and Morse.                                             
During Fiscal  1993, the  Audit Committee met  four times.              
The principal  functions of the                                                 
Audit Committee are to review with management and the                   
Company's independent accountants the                                           
scope of proposed  audits, the Company's annual financial               
statements, the results of audits                                               
and  the Company's system of  internal accounting controls              
and  to be available to meet with                                               
the independent accountants to  resolve matters, if any,                
that may arise in  connection with                                              
audits or otherwise.                                                    

The members  of the  Company's Compensation  and Stock      
Option  Committee are  Messrs.                                                  
Hathorn and Morse.   During  Fiscal 1993, the  Compensation             
and  Stock Option  Committee met                                                
twice.   The  principal functions  of the  Compensation and             
Stock Option  Committee are  to                                                 
recommend to and review  with the Board of  Directors the               
compensation arrangements for  the                                              
executive officers of the Company, and to review  with                  
management grants under the Company's                                           

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non-qualified  stock  option plans,  and  overall                       
compensation  arrangements  and  employee                                       
benefits for the Company's employees.                                   

The members of the Company's  Finance Committee are         
Messrs. Morse, Conlee, Hathorn and                                              
Hussey.  The  principal function  of the  Finance Committee,            
which met  twice during  Fiscal                                                 
1993,  is to review the Company's  long and short-term                  
financial  strategies with management                                           
and the Board of Directors.                                             

The members of  the Company's Stock Purchase Plan           
Committee are Messrs. Morse, Hussey                                             
and  Hathorn.   During  Fiscal 1993,  the  Stock Purchase               
Plan Committee,  whose  principal                                               
function is to monitor the administration of the Company's              
Employee Stock Purchase Plan, met                                               
once.                                                                   

The members of the Company's Nominating Committee  are      
Messrs. Hathorn, Caporella  and                                                 
Hussey.   The Nominating Committee, which  met once  during             
Fiscal 1993,  recommends to  the                                                
Board of  Directors  candidates for  election to  the  Board            
of  Directors.   The  Committee                                                 
considers  candidates  recommended  by  the  stockholders               
pursuant  to  written applications                                              
submitted to the Corporate Secretary.                                   

The members of  the Company's Special Transaction           
Committee are Messrs.  Conlee, Morse                                            
and Hathorn.   The primary  function of the  Special                    
Transaction Committee,  which met twice                                         
during Fiscal  1993,  is to  review related party                       
transactions  between the Company  and any                                      
officer, director  or affiliate of the Company.  The                    
Committee was responsible for reviewing                                         
and approving  the terms of the  Acquisition and negotiating            
and approving the Redemption on                                                 
behalf of stockholders of the Company (other than NBC and its           
affiliates).                                                                    

The members of the  Executive Strategic Planning            
Committee  are Messrs. Conlee, Morse,                                           
Hathorn,  and Caporella.  During Fiscal 1993, the Executive             
Strategic Planning Committee met                                                
twice. The  principal function of the  Executive Strategic              
Planning  Committee is  to review                                               
future strategic courses available to the Company.                      

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If the  Acquisition is consummated,  the composition of     
some or all of  the foregoing                                                   
committees may change.                                                  

Director Compensation                                                   

The directors, except directors who are employees of        
the Company or of any subsidiary,                                               
are paid  attendance fees at the rate of $600 for each                  
meeting of the Board of Directors and                                           
$400 for each committee meeting  attended ($1,000 for                   
Executive Strategic Planning Committee                                          
meetings),  regardless  of the  number of  committees  on               
which  they serve.    In addition,                                              
directors who  are not employees of the Company or any of its           
subsidiaries are paid retainer                                                  
fees at the rate of $15,000 per annum and Chairmen of                   
committees are paid an additional $200                                          
for each meeting of their respective committees attended by             
them.                                                                           

                    EXECUTIVE COMPENSATION

Summary Compensation Table                                              

The following  table sets forth  certain information        
for the last  three fiscal years                                                
concerning  the compensation  earned by  or awarded  to the             
Chief  Executive Officer  of the                                                
Company  and each  of the  other three  most  highly                    
compensated  executive officers  of the                                         
Company  whose combined salary and  bonus exceeded $100,000             
in such fiscal  year.  The table                                                
does not set forth certain of  the tabular formats set forth            
in the SEC's recently  expanded                                                 
rules on  executive compensation disclosure in  proxy                   
statements  dealing with other  annual                                          
compensation and  long-term compensation awards and pay-outs,           
since none  of these executive                                                  
officers received any such compensation during such                     
three-year period.                                                              

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                                          Annual
Compensation                                                                    
Name and                                                                
Principal Position                        Year        Salary            
($)         Bonus ($)                                                           

Nick A. Caporella, Chairman of the        1993                          
0                 0                                                             
Board, President and Chief                1992                          
0                 0                                                             
Executive Officer                         1991                          
600,000           375,000                                                       

Gerald W. Hartman, Senior Vice                                          
President of the Company and                                            
President of Burnup & Sims ComTec, Inc.   1993                          
211,870            60,000                                                       
and Burnup & Sims of California, Inc.,    1992                          
200,922            40,000                                                       
wholly-owned subsidiaries of the Company  1991                          
200,288            70,000                                                       

Leo J. Hussey, Executive Vice President,                                
and Director of the Company, and President1993                          
193,694            30,000                                                       
of Southeastern Printing Company, Inc.    1992                          
155,000            25,000                                                       
and The Deviney Company, wholly-          1991                          
155,000            25,000                                                       
owned subsidiaries of the Company                                       

George R. Bracken, Vice President &       1993                          
105,945            28,000                                                       
Treasurer                                 1992                          
101,345            25,000                                                       
                1991
101,474            20,000                                                       

Options Granted in Last Fiscal Year                                     

No stock options were granted during Fiscal 1993.           

Aggregate Fiscal Year-End Stock Option Value Table                      

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The following table summarizes the options held at          
April 30, 1993 by individuals named                                             
in the Summary Compensation  Table; no stock options  were              
exercised by such  persons during                                               
Fiscal 1993.                                                            

             Number of Unexercised           Value
of Unexercised                                                                  
Options at  
In-the-Money Options                                                            
           April 30, 1993(#)            at
April 30, 1993 ($)                                                              

Name                Exercisable    Unexercisable                      
Exercisable   Unexercisable                                                     

Nick A. Caporella     200,000            0              0             
0                                                             

Leo J. Hussey           2,000            0              0             
0                                                             
Gerald W. Hartman       2,800            0              0             
0                                                             
George R. Bracken        500             0               0            
0                                                             

Long-Term Incentive and Pension Plans                                   

The Company does not have any long-term incentive or        
pension plans.                                                                  

Notwithstanding anything  to the contrary set  forth in     
any  of the Company's previous                                                  
filings under  the Securities  Act of 1933,  as amended, or             
the Securities  Exchange Act of                                                 
1934, as amended, that might incorporate future filings,                
including  this Proxy Statement, in                                             
whole  or  in  part, the  following  Compensation  and  Stock           
Option  Committee  Report and                                                   
Performance Graph on page 38 shall not be incorporated by               
reference into any such filings.                                                

Report of the Compensation and Stock Option Committee                   

The  Compensation  and  Stock  Option  Committee  of        
the  Board   of  Directors  (the                                                
"Compensation Committee" or  the "Committee") is responsible            
for approving  the compensation                                                 

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levels of the executive officers of the Company, including              
the Chief Executive Officer.  The                                               
Committee  also reviews with the  Chief Executive Officer               
guidelines  for salary adjustments                                              
and  aggregate bonus  awards applicable  to  management and             
employees other  than executive                                                 
officers.   The Committee, which is  composed of two                    
non-employee  directors of the Company,                                         
reviews its  recommendations  with the  members of  the                 
Board.   The  following  report  is                                             
submitted by the Committee regarding compensation paid during           
fiscal year 1993:                                                               

The compensation program  of the Company is designed to     
enable the Company to attract,                                                  
motivate, reasonably reward,  and retain professional                   
personnel who will  effectively manage                                          
the assets  of the  Company and  maximize corporate                     
performance and  stockholder value over                                         
time.   Compensation packages  include a mix  of salary,                
incentive bonus  awards, and stock                                              
options.                                                                

Salaries  of executive officers  are established based      
on  an individual's performance                                                 
and general  market conditions.  Salary  levels are                     
determined based  upon the challenge and                                        
responsibility  of an individual's position with the Company            
and are dependent on subjective                                                 
considerations.  In addition to  paying a base salary, the              
Company provides  incentive bonus                                               
awards as a component of overall compensation.  Bonus awards            
are measured based upon overall                                                 
performance of the  executive officer's area  of                        
responsibility or operating  performance of                                     
the operation under  control of the executive, if  any.  Due            
to  the fact that the Company's                                                 
financial results for the last three years reflect  volume              
declines and net losses, salaries                                               
of executive officers during fiscal 1994 (with certain                  
exceptions for outstanding merit) are                                           
frozen at previous levels.  In addition, in light  of these             
factors, the Company's President                                                
and Chief Executive Officer and Chairman of the Board, Nick             
A. Caporella, declined to accept                                                
any salary or bonus compensation for either fiscal year 1992            
and 1993.                                                                       

Long-term incentive  compensation for  executives           
consists of  stock-based awards made                                            
under the Company's two non-qualified stock option  plans               
(the "Option Plans").  The  Option                                              
Plans provide for  the granting of  options to  purchase                
Common  Stock to  key employees  at                                             
prices equal to the fair market value on the date of grant.             
The Committee believes that the                                                 
maximization of  stockholder wealth through appreciation  in            
the  value of  Common Stock  is                                                 
created through  the use  of stock options.   At April  30,             
1993,  there were 205,300  stock                                                
options granted under the Option Plans held by executive                
officers.                                                                       

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Compensation and Stock Option Committee                                 
Samuel C. Hathorn, Jr.                                                  
William A. Morse                                                        

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The  proposed Board  of Directors  has  no plans  to        
materially change  the Company's                                                
overall compensation structure after the Acquisition.  The              
Board of Directors, however, will                                               
meet after the Acquisition to determine the  compensation of            
Jorge Mas who will serve as the                                                 
President and Chief Executive Officer of the Company.  It is            
anticipated  that Mr. Mas' will                                                 
be  paid annual base  compensation of $300,000  and bonus               
compensation as  determined by the                                              
Compensation  Committee of the  Board of  Directors.   If the           
1994 Stock  Incentive Plan is                                                   
approved,  both Mr. Mas and other key salaried employees of             
the Company will be eligible to                                                 
receive  options and awards as determined from time to time             
by the Compensation Committee of                                                
the Board of Directors, which shall  consist of not less than           
three  non-employee directors.                                                  
If  the Stock Option Plan  for non-employee directors is                
approved,  directors who have never                                             
been employees of the Company or any of its subsidiaries, and           
who are not otherwise eligible                                                  
to participate in any  plan  of the Company or any  of its              
subsidiaries which would  entitle                                               
such  directors to  receive securities  of  the Company,                
would automatically  receive stock                                              
options upon their election as directors.                               

                   PERFORMANCE GRAPH

The following graph compares  the cumulative total          
stockholder  return on Common Stock                                             
from April 30, 1988 through April 30, 1993 with the                     
cumulative total return of the S & P 500                                        
Stock Index  and a  Company constructed  index of  two peer             
companies  consisting of  Dycom                                                 
Industries, Inc.  and the  L.E. Myers  Company.   The graph             
assumes that the  value of  the                                                 
investment  in  Common  Stock was  $100  on April  30,  1988            
and  that  all dividends  were                                                  
reinvested.                                                             

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      Comparison of Five Year Cumulative Total
Return Among                                                                    
Burnup & Sims Inc., S & P 500 Stock Index, and  
Peer Group Companies                                                            

210                                       
DOLLARS        190                                                      

170                                       

150                                       

130                                       

110                                       
90                                      

70                                      

50                                      

30                                      

10                                      

1988         1989          1990       
1991          1992         1993                                                 

              + Burnup & Sims      * S & P 500
. (A) Peer Group                                                          

        CERTAIN TRANSACTIONS AND
LITIGATION                                                                      

The Company  has billed NBC approximately  $662,000 for     
certain services  rendered and                                                  
expenses for the year  ended April 30, 1993.  NBC owns                  
approximately 36%  of the outstanding                                           
Common Stock.  Nick A. Caporella, the President, Chief                  
Executive Officer and Chairman of the                                           

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Board  of the Company is also the Chairman of  the Board,               
Chief Executive Officer, President                                              
and the controlling stockholder of NBC.                                 

As described elsewhere in this Proxy Statement, it is       
a condition to the consummation                                                 
of the Acquisition  by the stockholders of CT  and CTF and              
the  Company that (i) the Company                                               
shall have entered into  a written agreement  with NBC,                 
pursuant  to which the Company  will                                            
redeem and purchase 3,153,847 shares of Common Stock owned by           
NBC  (which constitutes all of                                                  
the Common  Stock owned  by NBC),  (ii) all  of the                     
conditions to the  consummation of  the                                         
Redemption shall  have been satisfied  or waived, and  (iii)            
the stockholders of  CT and CTF                                                 
shall  have received  a  written  certificate from  the                 
Chief Executive  Officer  and Chief                                             
Financial Officer  of the  Company that all  of the                     
conditions  to the  consummation of  the                                        
Redemption shall have been satisfied or waived, except the              
condition  to the Redemption that                                               
the Acquisition shall  have occurred, which certificate shall           
be supported by a certificate                                                   
from  the Chief Executive Officer of NBC, to the  same                  
effect.  Accordingly, the Acquisition                                           
will  be consummated prior to the Redemption.  The Redemption           
was negotiated and approved by                                                  
the Special Transaction  Committee on behalf of the                     
stockholders  of the Company (other than                                        
NBC and  its affiliates).  The  Redemption will  not be                 
consummated  unless the  Acquisition                                            
shall have  occurred.  Accordingly, assuming  satisfaction of           
all other  conditions to  the                                                   
consummation of the Acquisition, approval  by stockholders of           
the Company of the Acquisition                                                  
Agreement shall  result  in  consummation of  the                       
Redemption.     A vote  in favor  of  the                                       
Acquisition  Agreement  may preclude  a  stockholder of  the            
Company  from challenging  the                                                  
Acquisition  and  the  other  transactions  described  in               
this  Proxy  Statement  and  from                                               
participating in, and receiving damages, if any, as a result            
of any action which has been or                                                 
may be filed on behalf of any or all of the stockholders with           
respect  to such transactions.                                                  
See  below for a description  of a class action and                     
derivative  complaint relating to, among                                        
other things,  the  Agreement  and  certain  other                      
transactions  described  in  this  Proxy                                        
Statement.  The consideration for  the Redemption and                   
purchase, will be  the cancellation of                                          
the  outstanding  principal of  $17,500,000  under the                  
Subordinated Debenture  owed  to the                                            
Company  by NBC  and  crediting the  next  succeeding                   
principal  payments in  the  amount of                                          
$592,313  of Other Indebtedness with an  outstanding                    
principal amount of  $1,371,430 owed to                                         
the Company by  NBC.  On November 16,  1993, the Board of               
Directors of the Company approved                                               
the Redemption. The Board of  Directors of NBC has not yet              
met  to consider the terms of the                                               
Redemption.  See "PROPOSAL  TO APPROVE ACQUISITION AGREEMENT            
WITH CHURCH &  TOWER, INC. AND                                                  
CHURCH & TOWER OF FLORIDA, INC. - Interest of Certain Persons           
in Matters to be Acted Upon."                                                   

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Albert H. Kahn  v. Nick  A. Caporella,  et al., Civil       
Action No.  11890 was  filed in                                                 
December 1990  by a  stockholder of the  Company in  the                
Court of  Chancery of  the State of                                             
Delaware in  and for New  Castle County  against the                    
Company, the members of  the Board  of                                          
Directors, and  against NBC, as a  purported class  action              
and derivative  lawsuit.  In  May                                               
1993,  plaintiff  filed a  motion  to  amend its  class                 
action  and  shareholder derivative                                             
complaint (the  "Amended Complaint").   The class action                
claims allege,  among other things,                                             
that the Board of  Directors, and NBC as its largest                    
stockholder, breached their respective                                          
fiduciary duties  in approving (i) the distribution to the              
Company's stockholders of all of                                                
the common  stock of NBC  owned by it (the "Distribution")              
and (ii) the exchange  by NBC of                                                
3,846,153 shares of  Common Stock for certain  indebtedness             
of NBC held  by the Company (the                                                
"Exchange") (the  Distribution and  the Exchange  are                   
hereinafter  referred to  as the "1991                                          
Transaction"), in allegedly placing the interests of NBC                
ahead of the interests of the other                                             
stockholders of the Company.  The derivative action claims              
allege,  among other things, that                                               
the Board  of Directors  has breached  its fiduciary  duties            
by  approving executive officer                                                 
compensation  arrangements,  by  financing NBC's  operations            
on  a  current  basis,  and by                                                  
permitting the interests of the Company to be subordinated to           
those of NBC.  In the lawsuit,                                                  
plaintiff seeks  to rescind the  1991 Transaction and  to               
recover damages  in an unspecified                                              
amount.                                                                 

The Amended Complaint alleges that the Special              
Transaction Committee that approved the                                         
1991  Transaction was  not independent  and that,  therefore,           
the  1991 Transaction  was not                                                  
protected by the business judgment  rule or in accordance               
with a settlement agreement  (the                                               
"1990 Settlement") entered into in 1990 pertaining to certain           
prior litigation.  The Amended                                                  
Complaint also  makes other allegations which  involve (i)              
further violations  of the  1990                                                
Settlement by  the Company's engaging  in certain                       
transactions not approved  by the Special                                       
Transaction Committee; (ii) the sale of  a subsidiary of the            
Company to a former officer  of                                                 
the Company; (iii) the timing  of the 1991 Transaction  and             
(iv) the treatment  of executive                                                
stock options in the 1991 Transaction.                                  

In November  1993, plaintiff  filed a  class action         
and  derivative complaint,  Civil                                               
Action No.  13248 (the "1993 Complaint")  against the                   
Company, the  members of the  Board of                                          
Directors, CT, CTF,  Jorge Mas Canosa,  Jorge Mas  and Juan             
Carlos  Mas (CT, CTF,  Jorge Mas                                                
Canosa, Jorge Mas and Juan Carlos Mas are referred to as the            
"CT Defendants").   In December                                                 
1993, plaintiff  amended the  1993 Complaint  ("1993 Amended            
Complaint"). The 1993  Amended                                                  
Complaint alleges,  among other  things, that  (i) the Board            
of Directors and  NBC, as  the                                                  

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Company's largest stockholder,  breached their respective               
fiduciary duties by  approving the                                              
Acquisition Agreement  and the Redemption  which, according             
to the allegations  of the 1993                                                 
Complaint, benefits Mr. Caporella at the expense of the                 
Company's stockholders, (ii)  the CT                                            
Defendants had knowledge of the fiduciary duties  owed by NBC           
and the Board of Directors and                                                  
knowingly  and  substantially  participated  in their  breach           
thereof;  (iii)  the  Special                                                   
Transaction Committee of the Board of Directors which                   
approved the Acquisition Agreement and                                          
the  Redemption was  not independent  and, as  such,  was not           
in accordance  with  the 1990                                                   
Settlement; (iv) the Board of Directors breached its                    
fiduciary duties by  failing to take an                                         
active and direct role in the sale of the Company and failing           
to ensure  the maximization of                                                  
shareholder value in the sale of  control of the Company; and           
(v) the Board of Directors and                                                  
NBC,  as the Company's largest  stockholder, breached  their            
respective fiduciary  duties by                                                 
failing to disclose completely all material information                 
regarding the Acquisition  Agreement                                            
and the Redemption.   The 1993  Complaint also claims                   
derivatively  that each member of  the                                          
Board of Directors engaged in mismanagement,  waste and                 
breach of their fiduciary duties  in                                            
managing the Company's affairs.   The 1993 Amended  Complaint           
seeks, among other  things, to                                                  
enjoin the Acquisition and  Redemption or in the alternative,           
rescission and damages in  an                                                   
unspecified amount.                                                     

The Company believes that the allegations in the            
complaint, the Amended Complaint, the                                           
1993 Complaint  and the 1993 Amended Complaint are without              
merit, and intends to vigorously                                                
defend this action.                                                     

                   CERTAIN CT AND CTF TRANSACTIONS

CT currently  leases equipment  storage facilities          
from Jorge  L. Mas  Canosa and his                                              
spouse, Irma Mas.   The term of the lease  expires on October           
31, 1998, and the  annual rent                                                  
under the lease is $48,000.                                             

The Company's Certificate requires the affirmative vote     
or consent of the holders  of                                                   
four-fifths of all classes of the Company's stock entitled to           
vote in elections of directors                                                  
of  the  Company (the  "Voting  Shares") in  connection with            
certain transactions  with any                                                  
person, corporation or other entity ("Affiliated Entity")               
beneficially owning 10% or more of                                              

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the  outstanding Voting  Shares.   The  Certificate provides,           
however,  that the  foregoing                                                   
provision is not applicable to  such transactions if the                
Board of Directors has  approved by                                             
resolution  a  memorandum  of  understanding  (a "Memorandum            
of  Understanding")  with such                                                  
Affiliated Entity with respect to such transactions prior to            
the time such Affiliated Entity                                                 
became an  Affiliated Entity.   In order to induce the                  
stockholders of CT and  CTF to enter                                            
into the Acquisition Agreement and  by  eliminating the                 
effects of the  foregoing provisions                                            
of the Certificate, the Company entered into a Memorandum of            
Understanding with each of Neff                                                 
Machinery, Neff  Rental and Atlantic prior to execution of              
the Acquisition Agreement.  Each                                                
of Neff  Machinery, Neff  Rental and  Atlantic is  a Florida            
corporation controlled by  the                                                  
stockholders of CT and CTF and accordingly, following                   
consummation of the Acquisition and by                                          
virtue of the ownership of the Burnup Shares by the CT Group,           
would be  deemed affiliates of                                                  
the  Company.   CT and  CTF currently  rent  and purchase               
construction equipment  from Neff                                               
Machinery and  Neff Rental.  The  Company anticipates that,             
following the  Acquisition, the                                                 
Company and its subsidiaries,  including CT  and CTF, will              
from time to  time purchase  and                                                
lease equipment and parts,  and obtain services  from, these            
companies  upon such terms  and                                                 
conditions as the  Board of Directors shall  approve, which             
terms and conditions will  be no                                                
less favorable  to the  stockholders of  the Company  than              
those  that would be  obtained in                                               
transactions of a similar type with unaffiliated third                  
parties.   The stockholders of CT and                                           
CTF have  no present intentions of  selling Neff Machinery,             
Neff  Rental or Atlantic  to the                                                
Company following  consummation of  the Acquisition.   See              
"PROPOSAL  TO APPROVE ACQUISITION                                               
AGREEMENT WITH CHURCH  & TOWER, INC. AND CHURCH  AND TOWER OF           
FLORIDA, INC. -  Memorandum of                                                  
Understanding."                                                         

Carlos & Abbott,  P.A. a  law firm  of which  Eliot C.      
Abbott is  a shareholder,  has                                                  
provided  legal  services  to  CT and  CTF  and  their                  
stockholders since  1983,  and  such                                            
representation will continue following the Acquisition.  For            
the fiscal year ended March 31,                                                 
1993, such legal fees were  approximately $52,000.  It is               
anticipated  that Carlos & Abbott,                                              
P.A. will also provide legal services to the Company if the             
Acquisition is consummated.                                                     

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                   SELECTED FINANCIAL DATA

The  following information  sets forth  selected            
consolidated  historical data  of the                                           
Company, the selected  combined historical data of CT and CTF           
and the pro forma consolidated                                                  
selected  financial  data  giving effect  to  the                       
Acquisition and  the  Redemption.    This                                       
information   should  be  read  in  conjunction  with  the              
unaudited  pro  forma  condensed                                                
consolidated  financial  statements  and  the  separate                 
historical  consolidated  financial                                             
statements of the Company incorporated by reference herein              
and combined financial statements                                               
of CT and CTF and the notes  thereto appearing elsewhere                
herein.  The  financial information                                             
relating to the  CT Group contained in this  Proxy Statement            
was provided to the  Company by                                                 
the CT Group  in connection with the Acquisition for the                
preparation of this Proxy Statement                                             
and the Company has relied upon such  financial information             
in the preparation of this Proxy                                                
Statement.                                                              

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                                                                · Download Table
                                                                 
                                                                 
                                                             The 
Company                                                          
                                                 Selected        
Historical Financial Data                                        
     (Dollars in Thousands Except Per Share Amounts)             

                                          Six Months             
                                         Ended Oct. 31,          
          Fiscal Years Ended April 30                            

                                        1993         1992        
1993          1992           1991          1990         1989     
     Statement of Operations Data:                               

                                                                 
                                                                 
     Revenues                         $ 72,004    $ 73,834       
$140,987      $ 153,521     $ 175,236     $ 192,712   $ 178,380  
     Costs and Expenses                 74,023      73,439       
151,917         157,114       174,155       192,007     174,695  
     Interest Expense                    2,043       2,402       
4,583           4,847         6,161         8,362       6,616    

     Interest and Other Income(1)      (5,256)     (2,781)       
(2,255)        (6,833)       (2,388)      (10,411)    (15,503)   
     Income (Loss) Before Income                                 
     Taxes and Equity in Net                                     
     Income of NBC                       1,194         774       
(13,258)        (1,607)       (2,692)         2,754      12,572  
     Provisions (Credit) for               284         286       
(3,950)          (560)       (1,082)         2,120       4,858   
     Income Taxes                                                

      Income (Loss) Before                                       
      Equity in Net Income of NBC          910         488       
(9,308)        (1,047)       (1,610)           634       7,714   

     Equity in Net Income of NBC             0           0       
   0               0           828           151       1,525     
     Net Income (Loss)                    $910        $488     $ 
(9,308)       $(1,047)      $  (782)      $    785    $  9,239   

     Average Shares Outstanding          8,815       8,768       
8,768           8,768         9,460         9,662      10,304    
     (000)                                                       
     Earnings (Loss) Per Share          $ 0.10      $ 0.06     $ 
(1.06)       $  (.12)      $  (.08)      $    .08    $    .90    
     Balance Sheet Data                                          
       (at end of period):                                       

     Capital Expenditures               $1,133                  $
4,338       $  4,493      $  4,395      $  7,449    $  9,533     

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