LSB Industries Inc – ‘PRER14A’ on 3/16/94

As of:  Wednesday, 3/16/94   ·   Accession #:  60714-94-4   ·   File #:  1-07677

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Prelim. Proxy Statement                       61±   311K 
 2: EX-1        Exhibit A- Stock Purchase Agreement                   45    127K 
 3: EX-2        Exhibit B - Form of Opinion Letter                     2±    11K 

PRER14A   —   Revised Prelim. Proxy Statement
Document Table of Contents

PRER14A
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"   REVISED     PRELIMINARY PROXY STATEMENT"

[LSB LETTERHEAD]      

                                                        March 22, 1994

To the Shareholders of                                                          
LSB Industries, Inc.:                                                     

Enclosed for your review and consideration are a Notice of Special  
Meeting, Proxy Statement and Proxy for a Special Meeting of the shareholders    
of LSB Industries, Inc. (the "Company") to be held at 11:00 a.m., Central       
Standard Time, on   May 2, 1994, or any adjournment or postponement thereof,    
at the Company's financial center located at 4000 Northwest 39th Expressway,    
Oklahoma City, Oklahoma 73112 (405-948-9550).                                   

    The purpose of the Special Meeting is to consider and vote upon the sale
by the Company of its wholly-owned subsidiary, Equity Bank for Savings, F.A. (  
"Equity Bank"), which constitutes the Financial Service Business of the         
Company.  Equity Bank is primarily engaged in retail banking services,          
mortgage, and consumer and commercial lending services through fifteen (15)     
branch offices located in the Oklahoma City metropolitan area and western       
Oklahoma and operates an Oklahoma-based credit card operation.  The sale of     
Equity Bank is intended to be made pursuant to a Stock Purchase Agreement,      
dated as of February 9, 1994 (the "Acquisition Agreement"), between the         
Company, Prime Financial Corporation, a wholly-owned subsidiary of the Company  
("Prime"), and, Fourth Financial Corporation ("Fourth Financial").  Prime is a  
wholly-owned subsidiary of the Company and Equity Bank is a wholly-owned        
subsidiary of Prime.  Fourth Financial is to acquire all of the outstanding     
shares of capital stock of Equity Bank.  Under the Acquisition Agreement, the   
Company is to acquire from Equity Bank (i) prior to the completion of the sale  
of Equity Bank certain subsidiaries of Equity Bank ("Retained Corporations")    
that own the real and personal property and other assets contributed by the     
Company to Equity Bank at the time of the acquisition of the predecessor of     
Equity Bank by the Company for Equity Bank's carrying values of the assets      
so contributed at the time of the acquisition of the Retained Corporations      
from Equity Bank;   (ii) at the time of closing of the sale of Equity Bank      
under the Acquisition Agreement, (a) the loan and mortgage on and option to     
purchase the Equity Tower located in Oklahoma City, Oklahoma ("Equity Tower     
Loan"), which Equity Bank previously classified as an in substance foreclosure  
on its books, and (b) other real estate owned by Equity Bank that was acquired  
by Equity Bank through foreclosure ("OREO")   (the Equity Tower Loan   and the  
OREO   are collectively called the "Retained Assets"), which are to be          
acquired for an amount equal to Equity Bank's carrying value of the Retained    
Assets at time of closing of the sale of Equity Bank; and (iii) at the time of  
the closing of the sale of Equity Bank the Company has further agreed to        
purchase from Equity Bank the outstanding accounts receivable sold to Equity    
Bank by the Company and its subsidiaries under various purchase agreements,     
dated March 8, 1988 (the "Receivables"), for the carrying value of such         
Receivables on the books of Equity Bank as of the closing.  In addition, the    
Company has the option, but not the obligation, to acquire any loan owned by    
Equity Bank that has been charged off or written down that may be acquired for  
a price equal to the net book value of such loan that has been written down     
and for a price of $1.00 in the case of each loan that has been charged off     
("Other Loans").                                                                

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The Company currently expects that the purchase price to be paid by 
Fourth Financial for Equity Bank will be approximately $92 million, subject to  
determination and adjustment in accordance with the Acquisition Agreement (the  
"Purchase Price").  The Purchase Price is based on a number of estimates, and   
the amount of the Purchase Price   cannot be determined exactly until the       
closing of the sale of Equity Bank.    The Company will use approximately       
$65.4 million, plus interest, of the Purchase Price to repay a certain          
indebtedness the Company intends to incur to finance the purchase from Equity   
Bank of the Retained Corporations.  In addition, it is anticipated that the     
Company will use approximately   $18.9 million of the Purchase Price to         
purchase from Equity Bank the Retained Assets, which is the carrying value of   
the Retained Assets on the books of Equity Bank as of February 28, 1994.  As    
of this date, the Company has made no decision if it will acquire any of the    
Other Loans.                                                                    

  As of February 28, 1994, Equity Bank owned approximately $19.3 million
of the Receivables, which if the closing occurs on or about June 30, 1994, the  
Company expects such to be less than $10 million as of the closing.  On or      
prior to the closing, the Company expects to have secured an accounts           
receivable line of credit to replace, in whole or in part, the accounts         
receivable financing provided by Equity Bank.  The Company expects to use the   
proceeds to be received from the new accounts receivable line of credit to      
finance the repurchase of the Receivables from Equity Bank at the closing.      

    The balance of the Purchase Price, if any, remaining after (i) repayment
of the indebtedness incurred by the Company to purchase the Retained            
Corporations, (ii) purchase from Equity Bank the Retained Assets, and (iii)     
payment of the transactional costs relating to the sale of Equity Bank under    
the Acquisition Agreement, will be used by the Company for general working      
capital.                                                                        

The enclosed Proxy Statement sets forth the details of the proposed 
transaction and discusses the factors considered by the Board of Directors in   
determining to approve the sale of Equity Bank to Fourth Financial pursuant to  
the Acquisition Agreement.  Shareholders are urged to read the Proxy Statement  
in its entirety prior to voting on the proposed sale of Equity Bank.            

    The Board of Directors of the Company has unanimously concluded that the
sale of Equity Bank is in the best interests of the Company and its             
shareholders and that the terms and conditions contained in the Acquisition     
Agreement are fair to, and in the best interests of, the Company and its        
shareholders.  In arriving at its conclusion, the Board of Directors            
considered the opinion, dated   March ____, 1994, of Lazard Freres & Co.        
("Lazard"), its independent financial advisor, that, as of such date, the       
consideration to be received by the Company pursuant to the sale of Equity      
Bank under the Acquisition Agreement was fair to the Company from a financial   
point of view.  A copy of the opinion of Lazard is attached as Exhibit "B" to   
the Proxy Statement and shareholders are urged to read this opinion in its      
entirety.                                                                       

 The Board of Directors of the Company unanimously recommends that you
vote to approve the Acquisition Agreement and the sale of Equity Bank.  Your    
approval of the sale of Equity Bank will specifically authorize the Company to  
make future amendments or modifications to the terms and conditions of the      
transaction which   are either (i) not material or (ii) required by the         
regulators in order to obtain regulatory approval of the Acquisition Agreement  
and the transactions contemplated thereby, including material changes required  
by the regulators, without obtaining any further approval by the shareholders   
and without further solicitation of proxies from shareholders.                  

The sale of Equity Bank pursuant to the Acquisition Agreement is    
currently estimated to result in a pre-tax gain for financial reporting         
purposes for the Company of approximately $25.0 million, based upon the         
currently-expected Purchase Price of approximately $92 million.  The exact      
amount of the Purchase Price will depend on certain factors at the time of      
closing, and, as a result, the pre-tax gain for financial reporting purposes    
could be higher or lower depending upon the ultimate amount of the Purchase     
Price.  The Company's tax basis in Equity Bank is higher than its basis for     
financial reporting purposes.  Under current federal income tax laws, the       
consummation of the Acquisition Agreement and the sale of Equity Bank will not  
have any federal income tax consequences to either the Company or to the        
shareholders of the Company.  There are, however, certain proposed regulations  
which, if adopted by the Internal Revenue Service (the "IRS") before the        
consummation of the sale of Equity Bank, could result in the Company having a   
gain for federal income tax purposes in connection with the sale of Equity      
Bank, but will not have any federal income tax effect on the shareholders of    
the Company.  The shareholders are urged to read the enclosed Proxy Statement,  
including the section styled "Federal Income Tax Consequences".                 

    Upon completion of the sale of Equity Bank, the Company will continue to
operate its industrial businesses consisting of the Chemical Business,          
Environmental Control Business, Automotive Products Business and Industrial     
Products Business.                                                              

   The directors and officers of the Company, and their respective spouses
and children,  beneficially own approximately 33.0% of the outstanding voting   
shares of the Company, and they have indicated that they intend to vote in      
favor of the Acquisition Agreement and the sale of Equity Bank.                 

   Shareholders are not entitled to appraisal rights under Delaware law as
a result of the consummation of the Acquisition Agreement and the sale of       
Equity Bank.                                                                    

    At the Special Meeting, you will also be asked to consider and vote upon
an adjournment of the Special Meeting to solicit additional proxies, if         
necessary.  In the event the holders of a majority of the outstanding voting    
stock approve an adjournment, and the Company adjourns the Special Meeting, no  
vote will be called with respect to the sale of Equity Bank until the date set  
by the Company for the adjournment.  The adjournment, if taken, will not        
exceed   fifteen (15) days.  An adjournment of the Special Meeting will         
provide the Company with an opportunity to solicit additional proxies in order  
to increase the likelihood of shareholder approval of the sale of Equity Bank.  
The Board of Directors of the Company unanimously recommends that you vote to   
approve the adjournment of the Special Meeting, if necessary.  Your approval    
of the adjournment of the Special Meeting will specifically authorize the       
Company to adjourn the Special Meeting for up to   fifteen (15) days in order   
to solicit additional proxies to approve the sale of Equity Bank.               

 All shareholders are invited to attend the Special Meeting in person.
However, in order that your shares may be represented at the Special Meeting,   
please promptly sign and return the accompanying Proxy in the envelope          
provided whether or not you plan to attend.  If you attend the Special Meeting  
in person, you may, if you wish, revoke your proxy and vote personally on all   
matters brought before the meeting.                                             

Very truly yours,                                               

Jack E. Golsen                                                  
Chairman and President                                          

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"   REVISED     PRELIMINARY PROXY STATEMENT"    

LSB INDUSTRIES, INC.      
_________________________     

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS     

May 2    , 1994 
__________________________________________      

   NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Special
Meeting") of LSB Industries, Inc., a Delaware corporation (the "Company"),      
will be held at the Company's financial center, located at 4000 Northwest 39th  
Expressway, Oklahoma City, Oklahoma 73107 (405-948-9550), on   May 2, 1994, at  
11:00 a.m., Central Standard Time, or any adjournment or postponement thereof,  
for the following purposes:                                                     

1.       To consider and approve a proposal to sell the Company's   
       subsidiary, Equity Bank for Savings, F.A., which operates
its financial services business;                  

2.       To approve the adjournment of the Special Meeting to       
solicit additional proxies, if necessary; and     

3.       To transact such other business as may properly come       
     before the meeting or any adjournments or postponements
thereof.                                          

   In accordance with the provisions of the Bylaws, the Board of Directors
has fixed the close of business on March 18, 1994, as the record date for       
the determination of shareholders entitled to notice of, and to vote at, the    
Special Meeting.  Your attention is directed to the accompanying Proxy          
Statement.                                                                      

   IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING.
EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE REQUEST THAT YOU PROMPTLY    
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.  A          
SHAREHOLDER WHO HAS GIVEN A PROXY MAY REVOKE IT BY FILING WITH THE COMPANY'S    
SECRETARY AN INSTRUMENT REVOKING IT, BY SUBMITTING A DULY EXECUTED PROXY        
BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE MEETING.                    

By order of the Board of Directors,                             

David M. Shear                                                  
Vice President and Secretary                                    
Oklahoma City, Oklahoma                                         
March 22    , 1994                                                    

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"   REVISED     PRELIMINARY PROXY STATEMENT"      

LSB INDUSTRIES, INC.      
16 South Pennsylvania     
Oklahoma City, Oklahoma  73107      
_________________________     

PROXY STATEMENT     
____________________________      

SPECIAL MEETING OF SHAREHOLDERS     

To be held on    May 2    , 1994      
__________________________________________      

THE SPECIAL MEETING     

Date, Time and Place of Special Meeting and Matters to be Discussed at the      
Special Meeting.  This Proxy Statement is solicited on behalf of the Board of   
Directors of LSB Industries, Inc., a Delaware corporation (the "Company"), and  
is furnished to the holders of the Company's Common Stock, par value $.10 per   
share ("Common Stock"); voting Convertible Noncumulative Preferred Stock, par   
value $100 per share ("Convertible Preferred"); and, voting Series B 12%        
Cumulative, Convertible Preferred Stock, par value $100 per share ("Series B    
Preferred"), in connection with the solicitation of proxies to be used at the   
Special Meeting of Shareholders of the Company to be held   May 2, 1994, or     
any adjournment or postponement thereof (the "Special Meeting"), at 11:00 a.m.  
(Central Standard Time) at the Company's financial center, located at 4000      
Northwest 39th Expressway, Oklahoma City, Oklahoma 73112.  The date on which    
this Proxy Statement and the enclosed Proxy are first sent to the shareholders  
is on or about   March 22, 1994.                                                

    At the Special Meeting, the shareholders are to consider and vote upon a
proposal to sell the Company's Financial Service Business, which consists of    
Equity Bank for Savings, F.A. ("Equity Bank"), pursuant to a Stock Purchase     
Agreement, dated   as of February 9, 1994   (the "Acquisition Agreement"),      
between the Company; Prime Financial Corporation ("Prime"), an Oklahoma         
corporation and a wholly-owned subsidiary of the Company; and, Fourth           
Financial Corporation ("Fourth Financial"), a Kansas corporation.  Prime owns   
all of the issued and outstanding capital stock of Equity Bank, and the         
Company owns all of the issued and outstanding capital stock of Prime.  The     
Acquisition Agreement is attached to this Proxy Statement as Exhibit "A".       

    The Acquisition Agreement provides for the sale by the Company and Prime
to Fourth Financial of all of the outstanding shares of capital stock of        
Equity Bank.  The Company currently estimates that the purchase price to be     
paid by Fourth Financial for Equity Bank will be approximately $92 million,     
subject to determination and adjustment in accordance with the Acquisition      
Agreement.  See "Sale of Equity Bank - Summary of Sale".  Approval at the       
Special Meeting by the shareholders of the Company of the Acquisition           
Agreement and the transactions contemplated thereby will also authorize the     
Company, without further shareholder approval and without further solicitation  
of proxies from shareholders, to make future modifications and amendments to    
the terms and conditions of the sale of Equity Bank which are either (i) not    
material or (ii) required by the regulators in order to obtain regulatory       
approval as to the Acquisition Agreement and the transactions contemplated      
therein, including material changes required by the regulators.  See "Sale      
of Equity Bank -- Regulatory Matters".                                          

   THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE SALE
OF EQUITY BANK AND RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR THE      
SALE OF EQUITY BANK.                                                            

The shareholders are also to consider and vote upon a proposal to   
adjourn the Special Meeting to solicit additional proxies, if required.  THE    
BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE ADJOURNMENT      
PROPOSAL AND RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR THE            
ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES, IF            
NECESSARY.                                                                      

Record Date; Voting at Special Meeting.  The Board of Directors of the Company  
has fixed   March 18, 1994, as the Record Date for the determination of the     
shareholders of the Company entitled to notice of, and to vote at, the Special  
Meeting.  As of the close of business on the Record Date, the Company had the   
following shares of voting common stock and voting preferred stock issued and   
outstanding: (i) [13,678,272] shares of Common Stock (excluding [835,784]       
shares held in treasury), (ii) 1,632.5 shares of Convertible Preferred, and     
(iii) 20,000 shares of Series B Preferred.  Each shareholder of record, as of   
the Record Date, will have one vote for each share of voting common stock and   
voting preferred stock of the Company (or one-half of one vote for each         
fractional one-half share of the Convertible Preferred) that the shareholders   
own as of the Record Date.  All shares of voting common stock and voting        
preferred stock will vote together as a single class on all matters coming      
before the Special Meeting.  A majority of all of the outstanding shares of     
voting common stock and voting preferred stock of the Company, as a single      
class, entitled to notice of, and to vote at, the Special Meeting, represented  
in person or by proxy, will constitute a quorum for the Meeting.                

  Pursuant to the General Corporation Law of the State of Delaware, only
votes cast "For" a matter constitute affirmative votes, except proxies in       
which the shareholder failed to make a specification as to whether he votes     
"For", "Against" or "Abstains" as to a particular matter shall be considered    
as a vote "For" that matter.  Votes will be tabulated by an inspector of        
election appointed by the Company's Board of Directors.  Votes in which the     
shareholder specifies that he is "Abstaining" from voting are counted for       
quorum purposes.  Abstentions and broker non-votes are not considered as votes  
"For" a particular matter.                                                      

One of the conditions of   the proposed sale of Equity Bank is   the
affirmative vote of the holders of a majority of the outstanding voting stock,  
voting as a single class, of the Company and certain regulatory approvals.  As  
of the Record Date, the directors and officers of the Company and their         
respective spouses and children beneficially owned approximately 33.0% of the   
outstanding shares of voting stock of the Company, and they have indicated      
that they intend to vote in favor of the Acquisition Agreement and the sale of  
Equity Bank and the adjournment of the Special Meeting, if necessary.  See      
"Sale of Equity Bank  --   Summary of Sale" for other conditions of the         
proposed sale.                                                                  

    Approval by the shareholders of the Company of the Acquisition Agreement
and the transactions contemplated thereby will also authorize the Company,      
without further shareholder approval and without further solicitation of        
proxies from shareholders, to make further modifications and amendments to the  
terms and conditions of the Acquisition Agreement and the sale of Equity Bank   
which are either (i) not material or (ii) required by the regulators in order   
to obtain regulatory approval of the Acquisition Agreement and the              
transactions contemplated therein, including material changes required by the   
regulators.  See "Sale of Equity Bank -- Regulatory Matters"  .  If required    
by the regulators,  there   would be no limitations on the Company's ability    
to alter or change the amount or type of consideration to be received.  The     
Company is not currently aware of any such amendments or modifications which    
are expected to occur.  Shareholders who vote in favor of the Acquisition       
Agreement and the transactions contemplated therein may be estopped under the   
laws of Delaware, the Company's state of incorporation, from pursuing any       
legal action if the amendments to the Acquisition Agreement are material as a   
result of the requirements of the regulators, and, if such an action were       
brought, the Company intends to assert an estoppel theory to defeat such an     
action.                                                                         

  Approval by the shareholders of the Company of the proposal to adjourn
the Special Meeting to solicit additional proxies, if necessary, will           
authorize the Company to adjourn the Special Meeting for a period of not more   
than fifteen (15) days.  During such period, the Company will have the          
opportunity to solicit additional proxies in favor of the Acquisition           
Agreement and the transactions contemplated thereby.  In the event the Company  
elects to adjourn the Special Meeting in order to solicit additional proxies,   
no vote will be called with respect to the approval of the Acquisition          
Agreement and transactions contemplated thereby until the date set by the       
Company for such adjournment.                                                   

Proxies.  The enclosed proxy is solicited by and on behalf of the Board of      
Directors for use in connection with the Special Meeting and the vote to be     
held at such meeting with respect to the sale of Equity Bank and any            
adjournment of the Special Meeting, if necessary.  Any proxy given may be       
revoked by filing with the Secretary of the Company an instrument revoking it,  
by submitting a duly executed proxy bearing a later date or by voting in        
person at the Special Meeting.  The Company has retained Kissel-Blake, Inc.     
(the "Proxy Agent") to assist in the solicitation of proxies.  The Proxy Agent  
will receive a fee from the Company of $3,000 for its services, plus reim-      
bursement for its reasonable out-of-pocket expenses.  All additional expenses   
of the solicitation of proxies for the Special Meeting, including the cost of   
mailing, will be borne by the Company.  In addition to solicitation by mail     
and the services performed by the Proxy Agent, officers and regular employees   
of the Company may solicit proxies from shareholders by telephone, telegram or  
personal interview.  Other than the Proxy Agent, the Company does not           
anticipate retaining any specially engaged employees to solicit proxies.  Such  
persons will receive no additional compensation for such services.  Further,    
the Company and the Proxy Agent request persons holding stock in their name or  
custody, or in the name of nominees, to send proxy materials to their           
principals and request authority for the execution of proxies, and the Company  
will reimburse such persons for their expenses in doing so.                     

SALE OF EQUITY BANK     

The Company and Fourth Financial.  The Company is a diversified holding         
company which is engaged, through its subsidiaries, in (i) the manufacture and  
sale of chemical products for the explosives, agricultural and industrial       
acids markets (the "Chemical Business"), (ii) the manufacture and sale of a     
broad range of air handling and heat pump products for use in commercial and    
residential air conditioning systems (the "Environmental Control Business"),    
(iii) the manufacture or purchase and sale of certain automotive and            
industrial products, including automotive bearings and other automotive         
replacement parts (the "Automotive Products Business") and the purchase and     
sale of machine tools (the "Industrial Products Business"), and (iv) the        
financial services business, which is conducted through Equity Bank (the        
"Financial Services Business").  The Company's unaudited revenues and net       
income for the nine (9) month period ending September 30, 1993, were $210.6     
million and $10.8 million, respectively, as compared to the Company's revenues  
of $246.8 million and net income of $9.3 million for the year ended December    
31, 1992.  For the nine (9) month period ended September 30, 1993,              
approximately 85.2%, and 87.2% of the Company's revenues and operating income,  
respectively, were attributable to its businesses other than the Financial      
Services Business on an unaudited basis, while for the year ended December 31,  
1992, approximately 81.0% and 88.5% of the Company's consolidated revenues and  
operating income, respectively, were attributable to businesses other than the  
Financial Services Business.  The Financial Services Business accounted for     
approximately 77.1% of the Company's unaudited consolidated assets at           
September 30, 1993.                                                             

The Chemical Business manufactures and sells specialty explosives   
products, prilled ammonium nitrate products and high grade specialty            
industrial acids to the explosives, agricultural and industrial acids markets.  
The Chemical Business accounted for approximately $91.0 million (43.2%) and     
$15.5 million (61.7%) of the Company's unaudited consolidated revenues and      
operating income, respectively, for the nine (9) month period ended September   
30, 1993, and approximately $107.2 million (43.4%) and $18.4 million (71.2%)    
of the Company's consolidated revenues and operating income, respectively, for  
the year ended December 31, 1992.                                               

   The Environmental Control Business manufactures and sells a broad range
of fan coil, air handling, air conditioning, heating, heat pump, and            
dehumidification products targeted to both new building construction and        
renovation, as well as industrial applications.  The Environmental Control      
Business also sells components used in the manufacture of air conditioning,     
heating, and refrigeration products to other manufacturers of those products,   
some of whom resell those products in competition with the Environmental        
Control Business.  The Environmental Control Business accounted for             
approximately $51.6 million (24.5%) and $2.7 million (10.7%) of the Company's   
unaudited consolidated revenues and operating income, respectively, for the     
nine (9) month period ended September 30, 1993, and approximately $55.0         
million (22.3%) and $3.3 million (12.6%) of the Company's consolidated          
revenues and operating income, respectively, for the year ended December 31,    
1992.                                                                           

    The Automotive Products Business is primarily engaged in the manufacture
and sale of a line of anti-friction ball and roller bearings, oil seals and     
motor mounts and certain other automotive replacement parts.  The Industrial    
Products Business purchases and markets a line of machine tools including       
milling, drilling, turning, fabricating and grinding machines.  The Automotive  
Products Business and the Industrial Products Business combined accounted for   
approximately $36.8 million (17.4%) and $3.7 million (14.8%) of the Company's   
unaudited consolidated revenues and operating income, respectively, for the     
nine (9) month period ended September 30, 1993, and approximately $37.6         
million (15.3%) and $1.2 million (4.7%) of the Company's consolidated revenues  
and operating income, respectively, for the year ended December 31, 1992.       

The Financial Services Business offers, through Equity Bank, retail 
banking services, mortgage, consumer and commercial lending, and other related  
financial products and services through fifteen (15) branch offices located in  
the Oklahoma City metropolitan area and western Oklahoma.  In addition, the     
Financial Services Business operates an Oklahoma-based credit card division in  
order to complement its consumer lending activities.  At September 30, 1993,    
the Financial Services Business had, on a stand-alone basis, assets of $519.9   
million and a net worth of $56.9 million.  On a consolidated basis with the     
Company, the Financial Services Business represented 77.1% of the Company's     
unaudited consolidated assets at September 30, 1993.  The Financial Services    
Business accounted for approximately $31.2 million (14.8%) and $3.2 million     
(12.8%) of the Company's unaudited consolidated revenues and operating income,  
respectively, for the nine (9) month period ended September 30, 1993, and       
approximately $46.9 million (19.0%) and $3.0 million (11.5%) of the Company's   
consolidated revenues and operating income, respectively, for the year ended    
December 31, 1992.                                                              

The Company's principal executive offices are located at 16 South   
Pennsylvania, Oklahoma City, Oklahoma 73107, and its telephone number is (405)  
235-4546.                                                                       

   Fourth Financial is a Kansas-based bank holding company that owns banks
in   two (2) states of the United States, including   one (1) bank   in the     
State of Oklahoma.  The principal executive office of Fourth Financial is 100   
North Broadway, Wichita, Kansas 67201, and its telephone number is (316) 261-   
4444.                                                                           

Background of and Reasons for the Sale.  The Company entered the Financial      
Services Business in March, 1988, with the acquisition of the predecessor of    
Equity Bank, because the Company perceived an opportunity to purchase a         
business with approximately $55.0 million in assets at an attractive price and  
through which it could develop a profitable business and facilitate financing   
of the Company's working capital needs pursuant to an accounts receivable       
financing arrangement approved by the appropriate regulatory agency at the      
time of the acquisition.  In December, 1988, the Company acquired Arrowhead     
Federal Savings and Loan Association ("Arrowhead"), which had assets of         
approximately $317.0 million, in order to augment its Financial Services        
Business.  In 1989, Equity Bank acquired a credit card company, which provides  
MasterCard and Visa credit card services to member financial institutions and   
their customers and merchants.                                                  

 In connection with the acquisition of Equity Bank in March, 1988, and
the approval of the appropriate regulatory authority at that time, the Company  
and several of its subsidiaries transferred certain properties to Northwest     
Financial Corporation ("Northwest Financial"), a wholly-owned service           
corporation of Equity Bank.  The properties included, but were not limited to,  
the then manufacturing facilities and the then existing distribution            
facilities of the Chemical Business, a portion of the real estate which the     
Environmental Control, the Automotive Products and Industrial Products          
Businesses conduct manufacturing and distribution operations and certain other  
assets. (collectively, the "Transferred Assets").  Based upon approvals by the  
appropriate regulatory authority at that time, Equity Bank was allowed to       
record, on a stand-alone basis, the Transferred Assets at their then current    
fair market value based on MAI appraisals approved by the appropriate           
regulatory agency at that time.  The MAI appraisals relating to the             
Transferred Assets were, in the aggregate, approximately $69.8 million.  The    
Transferred Assets were transferred to Northwest Financial subject to           
approximately $21.5 million in debt.  Equity Bank was allowed to reflect the    
MAI appraised values of the Transferred Assets, less the associated debt, for   
capital purposes.  The Company continued to reflect the historical cost, less   
depreciation to date, for such Transferred Assets on the Company's              
consolidated financial statements.  The Company's historical cost for all of    
the Transferred Assets, less depreciation, equaled approximately $18.8 million  
as of the time such were transferred to Northwest Financial.  In order for the  
Company and its subsidiaries to continue their operations on those properties,  
Northwest Financial entered into agreements to lease or sublease the            
properties back to their original users for an original term of twelve (12)     
years expiring in the year 2000, with an option to renew for an additional      
term of ten (10) years, at an aggregate annual rental for all of the            
Transferred Assets of $3.2 million, which lease agreement was amended,          
including increasing the annual rental to approximately $4.3 million, due to    
an agreement with its regulators as hereafter discussed in this section.        
Subject to the terms of the leases between Northwest Financial and the          
Company's subsidiary leasing such, Northwest Financial transferred beneficial   
ownership of these properties to two general partnerships in which Northwest    
Financial owns 99.0% of the partnership interest and the other 1.0% is owned    
by another subsidiary of the Company.  Northwest Financial continues to hold    
record title to the real properties that constitute part of the Transferred     
Assets.                                                                         

  As part of the acquisition of Equity Bank and thereafter Arrowhead and
the approval of the appropriate regulatory authority at that time, the Company  
and its subsidiaries were permitted to sell up to $60.0 million of eligible     
accounts receivable at any one time to Equity Bank with recourse to the seller  
("Receivable Financing").  Under such Receivable Financing, each account        
receivable sold to Equity Bank was sold at 100% of face value.                  

As a result of regulatory examinations by the Office of Thrift      
Supervision ("OTS"), Equity Bank's primary regulatory authority, and the        
Federal Deposit Insurance Corporation ("FDIC") in 1990   and subsequent years,  
the OTS and the FDIC took the position that, among other things, the capital    
carrying value of certain of the Transferred Assets contributed to Equity Bank  
in 1988, which values were approved by the appropriate governmental agency at   
the time of acquisition, needed to be substantially reduced.  The Company       
denied that such action by the FDIC and/or the OTS was proper.  In 1992, the    
Company, the FDIC and the OTS settled the issue as to the valuation of such     
assets.  As part of such settlement, the Company agreed, among other things,    
to concede to the request of such regulatory authorities and amended the lease  
between Northwest Financial and the Company's subsidiary leasing those          
particular Transferred Assets for which the regulatory authorities questioned   
the value by increasing the rent and shortened the lease term by                
eliminating the option to renew for such Transferred Assets.  In addition,      
another wholly-owned subsidiary of the Company agreed to acquire from Equity    
Bank certain of those Transferred Assets at the end of the lease term at        
Equity Bank's then carrying value for regulatory capital purposes of such       
Transferred Assets, which the Company estimates will have a carrying value of   
approximately $55.0 million on the books of Equity Bank at the end of such      
lease term.  As of the date of this Proxy Statement, Equity Bank's carrying     
value for all of the Transferred Assets is approximately $65.4 million,         
which includes the $55.0 million of those Transferred Assets that a subsidiary  
of the Company is required to purchase at the end of the lease term.            

 In addition, the OTS took the position that the initial five (5) year
approvals granted in 1988 allowing for the Receivable Financing between Equity  
Bank and the Company and certain of its other subsidiaries expired, and         
because of an intervening change in the law, beginning in September, 1993, the  
amount of the Receivable Financing was to be reduced to amounts allowable       
under current regulations relating to transactions with affiliated companies    
which is based on a percentage of Equity Bank's capital.  As part of the        
negotiations with the OTS, the parties agreed to a phase-down period regarding  
the Receivable Financing instead of having to reduce such to the applicable     
percentage of Equity Bank's capital by September, 1993.  It was agreed that:    
(i) at no one time subsequent to September 28, 1993, but prior to September 1,  
1994, would the total amount of such Receivable Financing outstanding at any    
one time exceed $33.6 million; (ii) beginning   February 1, 1994, Equity Bank   
will not purchase any new accounts receivable from the Company and/or its sub-  
sidiaries under the Receivable Financing arrangement if such would result in    
Equity Bank owning an amount that would exceed the amount allowed by current    
regulations, and (iii) on and after September 1, 1994, the outstanding amount   
of such Receivable Financing at any one time must be in compliance with         
current regulations.  Assuming that on December 31, 1993, Equity Bank had       
been required to meet current regulations regarding such Receivable Financing,  
the amount would have had to be reduced to approximately   $9.2 million as of   
such date.                                                                      

The Company had not considered selling Equity Bank prior to 1993.   
During the first half of 1993, the Company was considering a public offering    
of a new series of its Class C preferred stock, which offering was completed    
in May, 1993 (the "Offering").  In connection with the Offering, the Company    
selected Lazard Freres & Co. ("Lazard") as the managing underwriter of the      
Offering.  In connection therewith, Lazard advised the Company that, despite    
benefits of ownership of Equity Bank, the public market and potential           
investors found the Company more difficult to evaluate as a result of its       
ownership of Equity Bank and the complexity of the Company being in both        
industrial businesses and the financial services business.  Lazard recommended  
that since market conditions are currently favorable for selling financial      
institutions, the Company consider selling Equity Bank or taking other steps    
regarding Equity Bank to remove the complexity of analyzing the Company in the  
minds of the investing public.  As a result, the Company indicated in its       
prospectus relating to the Offering the following:                              

The Company has pursued a strategy of acquisitions and is focusing  
on increasing profitability within each of its businesses and       
concentrating on business and product lines in niche markets where  
the Company can establish a position as a market leader.  In        
addition, the Company is seeking to further build value for its     
stockholders through realization of the value of selected assets    
reflected on its balance sheet.  In this connection, the Company    
is considering alternatives with respect to the Financial Services  
Business, including its possible disposition.  As of the date of    
this Prospectus, no decision has been made as to the disposition    
of the Financial Services Business.  Any disposition of the         
Financial Services Business is, however, subject, among other       
things, to the Company obtaining an acceptable price, acquisition   
of, or agreement as to the treatment of certain assets owned by     
the Financial Services Business contributed by the Company at the   
time of the acquisition of the predecessor of Equity Bank and       
obtaining necessary approvals from appropriate governmental         
regulatory agencies.                                                

The terms of the new series of preferred stock sold in the Offering 
provided, among other things, that each share of such preferred stock would     
have (i) rights to convert such into the Company's common stock, subject to     
adjustment of the conversion price upon the occurrence of certain events based  
on a formula, including, but not limited to, the distribution to all holders    
of common stock of the Company of evidence of indebtedness or other assets,     
and (ii) special conversion rights upon a corporate change or ownership change  
having occurred, which would provide the holders of such preferred stock        
greater conversion rights under certain conditions than under the terms of the  
standard conversion rights applicable to such preferred stock.  Under the       
terms of such preferred stock, a "corporate change" was to occur at such time   
that the Company shall consummate any transaction of merger or consolidation    
of the Company or the Company shall convey, sell, lease, assign, transfer or    
otherwise dispose of all or substantially all of the Company's property,        
business or assets.  Although the Company did not consider the sale or          
disposition of Equity Bank to constitute all or substantially all of its        
business, properties, or assets, as a result of Lazard's recommendations        
regarding Equity Bank and to avoid any confusion, the Company provided in the   
terms of the preferred stock covered by the Offering that (i) in the event of   
any dividend or distribution to shareholders of the Company consisting          
exclusively of capital stock of Equity Bank and/or certain other subsidiaries   
of the Company, the Company may, at its option, elect, in lieu of all or any    
portion of the adjustment to the conversion price, to make a cash payment to    
the holders of such preferred stock based upon a formula described in the       
terms of such preferred stock, and (ii) that   the sale, transfer or other      
disposition by the Company of any or all of the capital stock or assets of      
Equity Bank and/or certain other subsidiaries of the Company would not be       
considered a corporate change triggering the special conversion rights.         

 Upon completion of the Offering, in which Lazard was paid a customary
compensation for such activity, the Company retained Lazard to act as the       
exclusive financial advisor to the Company in connection with the               
consideration of alternatives relating to Equity Bank, including a possible     
sale of Equity Bank.  The Company selected Lazard to act as its financial       
advisor as a result of the knowledge of the Company and Equity Bank that        
Lazard had obtained acting as the managing underwriter of the Offering.  In     
connection with such services as the financial advisor, the Company paid to     
Lazard a financial advisory fee of $75,000 and agreed to (i) pay Lazard the     
sum of $1.0 million, less the $75,000 previously paid, upon completion of the   
sale of Equity Bank to Fourth Financial under the Acquisition Agreement   and   
(ii) reimburse Lazard for certain of its reasonable out-of-pocket expenses in   
connection therewith.                                                           

  After entering into the engagement with Lazard to act as the Company's
exclusive financial advisor in connection with the consideration of             
alternatives relating to Equity Bank, including its possible sale, Lazard,      
with the assistance of the Company, prepared an informational memorandum        
regarding Equity Bank and distributed such to potential acquirers of Equity     
Bank, which they believed might have an interest in acquiring Equity Bank and   
which would have the financial resources to fund such acquisition.  Of those    
financial institutions contacted, the Company received a written offer from     
Fourth Financial.  The Company did receive an indication of interest,           
subject to performing due diligence, from another institution, and the amount   
that this other institution indicated that it might pay for Equity Bank was     
believed by the Company to be approximately the same as the offer from Fourth   
Financial.  The Company, however, felt that such other institution would not    
be as viable a potential buyer as Fourth Financial since the Company did not    
believe that such other institution had the financial resources of Fourth       
Financial.  As a result, the Company began negotiations with Fourth Financial.  

After Fourth Financial conducted its due diligence of Equity Bank,  
representatives of the Company and Fourth Financial met on numerous occasions   
between August, 1993, and the end of November, 1993, to determine what was the  
maximum Fourth Financial would pay for Equity Bank.  Lazard was not involved    
in the actual negotiations with Fourth Financial, but assisted the Company in   
developing its negotiating strategy.                                            

    As a result of these discussions with Fourth Financial, Fourth Financial
made a formal proposal as to the amount that it would pay for Equity Bank.      
Fourth Financial's proposal was based on a formula in which certain factors     
of the formula were fixed and certain other factors of the formula could        
only be finally determined as to amount at the time of closing of the Equity    
Bank transaction.    Management of the Company calculated that the projected    
Purchase Price should be approximately $92 million, based on the following:     
the (a) fixed factors of the formula were (i) $9.3 million for Equity Bank's    
credit card business, (ii) $10.5 million for Equity Bank's net operating loss   
carryforward, (iii) $11.0 million for Equity Bank's deposit balance, and (iv)   
$1.2 million for certain of Equity Bank's branches, and (b) the factors of the  
formula which could only be determinable at the closing were (i) the tangible   
book value of Equity Bank at the closing, which the Company estimated will be   
approximately $42.1 million of the Purchase Price; (ii) various percentages of  
the unpaid principal balances at the closing of certain types of Equity Bank's  
loans secured by fixed rate mortgages, which in the aggregate the Company       
estimated will be approximately $2.4 million of the Purchase Price; (iii) an    
amount at the closing equal to the unamortized discounts on certain of Equity   
Bank's mortgages, which the Company estimated will be approximately $9.9        
million of the Purchase Price; (iv) an amount to be determined at the closing   
based on a certain percentage of mortgage loans that Equity Bank services for   
others, which the Company estimated will be approximately $1.5 million of the   
Purchase Price; (v) the amount at closing that Equity Bank's securities         
portfolio differs from Equity Bank's book value of such securities portfolio    
at the closing, which the Company estimates will be approximately $1.0 million  
of the Purchase Price, with such amounts to vary depending on interest rates    
and market conditions at the time of closing; and (vi) other factors to be      
determined at closing, which the Company estimates will be less than $1.0       
million of the Purchase Price.  During the period from November 30, 1993, to    
February 9, 1994 (the date of the definitive agreement), the Company and      
Fourth Financial refined certain terms of such formula, which the Company       
does not believe will materially change the estimated amount of the Purchase    
Price of approximately $92 million.  The material refinements to the formula    
to determine the Purchase Price included: (i) Fourth Financial agreed to        
increase that portion of the Purchase Price for certain of Equity Bank's        
western Oklahoma branches from $1.2 million to $1.4 million; (ii) that in lieu  
of indemnifying Fourth Financial for reductions to Equity Bank's net operating  
loss carryforward below $64.0 million under certain conditions, the Company     
had the option to be released from such indemnification by reducing the         
Purchase Price by $600,00; (iii) changed the language in connection with the    
calculation of the loan loss reserves at closing for purposes of determining    
the Purchase Price to be more favorable to the Company by providing that        
before any adjustment may be made the aggregate changes must exceed at least    
$500,000 instead of $300,000, and that no change would be included in the       
calculation to the extent such change was reflected in the tangible book value  
of Equity Bank at the closing or if such change is less than $25,000, (iv) the  
percentages as to yield adjustments were changed to favor the Company, which    
the Company believes may increase the Purchase Price by approximately           
$300,000, and (v) Fourth Financial agreed to pay as part of the Purchase Price  
a certain percentage based on adjustable fixed rate mortgages owned by Equity   
Bank at the closing, in addition to fixed rate mortgages owned by Equity Bank   
at the closing.  See "Sale of Equity Bank -- Summary of Sale" for the terms of  
the formula as set forth in the Acquisition Agreement to determine the          
Purchase Price to be received by the Company from Fourth Financial at the       
closing of the sale of Equity Bank under the Acquisition Agreement.  The        
estimated amount of $92 million is based on a number of estimates made by       
management of the Company, including an estimate of Equity Bank's earnings      
through March 31, 1994, and other variables that will affect the amount of the  
Purchase Price.  As a result, the exact amount of the Purchase Price may be     
higher or lower depending on those factors of the formula that can only be      
determined at the time of closing of the sale of Equity Bank.                   

   The Company and Fourth Financial also agreed that the Company (i) would
purchase from Equity Bank, prior to completion of the transaction, all of the   
capital stock of the subsidiaries of Equity Bank that own the Transferred       
Assets ("Retained Corporations") for an amount equal to Equity Bank's carrying  
value of the Transferred Assets at the time the Company acquires the Retained   
Corporations;   (ii) that the Company would acquire from Equity Bank, at the    
closing of the sale of Equity Bank, (a) the loan and mortgage on and option to  
purchase the twenty-two (22) story Equity Tower and all related rights and      
agreements, located in Oklahoma City, Oklahoma ("Equity Tower Loan"), in which  
the principal offices of Equity Bank are located, which Equity Tower Loan had   
previously been classified by Equity Bank as an in substance foreclosure on     
its books, (b) all the other real estate owned by Equity Bank as a result of    
foreclosures ("OREO") (the Equity Tower Loan and the OREO are                   
collectively called the "Retained Assets"), for an amount equal to the          
carrying value thereof as shown on the books of Equity Bank at the closing,     
and (c) the accounts receivable owned by Equity Bank at the closing which were  
sold by the Company and certain of its subsidiaries to Equity Bank under        
various purchase agreements, dated March 8, 1988 (the "Receivables"), for an    
amount equal to the carrying value thereof as shown on the books of Equity      
Bank at the closing.  See "Sale of Equity Bank -- Summary of Sale".  As of      
February 28, 1994, the carrying value on the books of Equity Bank as to (i)     
the Transferred Assets held by the Retained Corporations was, in the aggre-     
gate, approximately $65.4 million;   (ii) the Retained Assets was               
approximately   $18.9 million, and (iii) the Receivables was approximately      
$19.3 million.                                                                  

 At a meeting of the Company's Board of Directors held on November 11,
1993, the Board of Directors was advised as to the status of the negotiations   
between the Company and Fourth Financial regarding Equity Bank.                 

Prior to any meeting of the Company's Board of Directors regarding  
whether the Company should sell Equity Bank to Fourth Financial, management of  
the Company provided each member of the Board of Directors with a substantial   
amount of information relating to Equity Bank and the Fourth Financial          
proposal, including, but not limited to, a summary of Fourth Financial's        
proposal and an example calculation of the proposed Purchase Price; Equity      
Bank's historical earnings and projected earnings based on numerous             
assumptions if Equity Bank was retained by the Company; and the effect on the   
Company of selling Equity Bank at an assumed purchase price of $92 million      
after acquiring the Transferred Assets at Equity Bank's carrying value thereof  
but before acquisition of the note and mortgage relating to the Equity Tower.   
Management made no recommendations to the Board of Directors regarding Fourth   
Financial's proposal at that time.  After allowing the members of the Board of  
Directors several days to review such information and documents, a meeting of   
the Board of Directors was held on November 29, 1993. All of the directors      
(except for Robert C. Brown, M.D.) were present.  Also present at that meeting  
were the Company's General Counsel, the Company's Managing Counsel, and the     
president of Equity Bank.  At this meeting, management presented to the Board   
of Directors a summary of the progress to date as to the negotiations with      
Fourth Financial and the other institution that management had discussions      
with regarding Equity Bank.  The Company's Board of Directors reviewed in       
detail at the meeting the documents supplied to them regarding the offer from   
Fourth Financial and discussed other alternatives as to Equity Bank, such as    
spinning off Equity Bank to the holders of the Company's common stock, the      
possibility of retaining Equity Bank, and the possibility of Equity Bank        
having an initial public offering ("IPO") of a certain percentage of its stock  
with the Company retaining a majority of the outstanding stock of Equity Bank.  
The Board made no decision at the November 29, 1993, meeting regarding Equity   
Bank.                                                                           

The Company's Board of Directors met again on November 30, 1993.  At
that meeting all of the directors (except Robert C. Brown, M.D.) were present.  
The Company's General Counsel, the Company's Managing Counsel, and              
representatives of Ernst & Young, the Company's independent public              
accountants, and Lazard were also present.  At this meeting, representatives    
of Lazard presented to the Board of Directors in writing a summary of the       
preliminary valuation analysis for Equity Bank and orally advised the Board of  
Directors that the proposal made by Fourth Financial was, in their opinion,     
fair from a financial point of view to the Company.  See "Sale of Equity Bank   
-- Opinion of Financial Advisor".  At this meeting, the Board of Directors      
unanimously approved the Company proceeding with a sale of Equity Bank to       
Fourth Financial on terms substantially as presented to the Board of Directors  
and approved the execution of an agreement in principle to sell Equity Bank to  
Fourth Financial on such terms.                                                 

    The alternatives considered by the Board of Directors regarding spinning
off Equity Bank to the holders of the Company's   Common   Stock and the IPO    
with the Company retaining a majority of the outstanding stock of Equity Bank   
were determined by the Board not to be satisfactory alternatives for, among     
other things, (i) increased competition in the markets served by Equity Bank;   
(ii) Equity Bank would continue to own the Transferred Assets and the           
Company's subsidiary would continue to have the obligation to purchase the      
Transferred Assets at the end of the lease term for a substantial amount of     
money; (iii) the Company would have to continue to pay rent for the             
Transferred Assets to an entity which would no longer be a wholly-owned         
subsidiary; (iv) the Transferred Assets would continue to be owned by Equity    
Bank, which is highly regulated, and, as a result, under certain conditions,    
the regulators could require Equity Bank to dispose of, or to take other        
actions regarding, the Transferred Assets to the detriment of the Company and   
Equity Bank; (v) the distribution of the capital stock of Equity Bank to the    
holders of the Company's Common Stock could result in substantially greater     
dilution to the holders of the Company's Common Stock than under the normal     
conversion rights of the holders of the preferred stock covered by the          
Offering as a result of the required adjustment to the conversion rights of     
such preferred stock due to such distribution or, in order to avoid the         
additional dilution, require the Company to make a substantial cash payment to  
the holders of such preferred stock reducing the Company's working capital;     
and, (vi) the Company would receive greater benefit in selling Equity Bank at   
this time than in spinning off the capital stock of Equity Bank to the          
Company's holders of Common Stock or having Equity Bank sell a portion of its   
stock through an IPO with the Company retaining a majority of Equity Bank's     
stock.                                                                          

   The Board of Directors concluded on November 30, 1993, that the sale of
Equity Bank at this time and on the terms presented to the Board of Directors   
would be in the best interest of the Company and its shareholders.  In          
arriving at such conclusion, the Board of Directors considered a number of      
factors, including, but not limited to: (i) Lazard's advice to the Board of     
Directors that at the present time there was a favorable market to sell         
financial institutions, and, as a result, if the Company decided not to sell    
Equity Bank to Fourth Financial it might be difficult to find another           
substantial buyer at a later date for an Oklahoma financial institution; (ii)   
increased competition in the markets served by Equity Bank, since a number of   
out-of-state financial institutions have come into the Oklahoma market with     
financial capital greater than that of Equity Bank and increased competition    
in the credit card business; (iii) the highly regulated nature of Equity Bank,  
which (a) requires Equity Bank to be extremely conservative in its lending      
practice, and, as a result, Equity Bank may not in the future be able to        
develop a sufficient amount of outstanding loans to provide the Company with    
what the Company believed is an adequate rate of return on its investment, (b)  
refusal by the regulators to extend the initial five (5) year approval period   
relating to the Receivable Financing, and (c) the limitations as a result of    
the qualified thrift lending requirements ("QTL Requirements"); (iv)            
limitations on the growth of Equity Bank as a result of such regulations,       
which prevents the Company from converting Equity Bank from a savings insti-    
tution to a bank with less restrictive regulations allowing Equity Bank to      
more effectively compete with the new out-of-state banks establishing           
operations in the Oklahoma market; (v) changing marketplace for savings         
institutions such as Equity Bank   due to out-of-state banks establishing       
operations in Oklahoma; (vi) potential change in the tax laws which could       
result in the Company having to recognize a taxable gain if the sale were to    
occur after certain proposed regulations were adopted (see "Sale of Equity      
Bank --Federal Income Tax Consequences")  ; (vii) sale would eliminate          
problems with having to raise the funds at a later date to buy back certain of  
the Transferred Assets  , since a subsidiary of the Company had agreed with     
the OTS to purchase certain of the Transferred Assets at the end of the lease   
term for the then carrying value of such Transferred Assets, which was          
estimated to be approximately $55.0 million at the end of such lease term;      
(viii) recommendations of Lazard as to   (a) the fairness of the transaction,   
from a financial point of view, of the consideration to be received by the      
Company from the sale of Equity Bank to Fourth Financial, (b) the benefits of   
generating the funds to purchase certain of the Transferred Assets from Equity  
Bank, (c) level of earnings that might be anticipated from Equity Bank in the   
future, and (d) the effect that the Company's ownership of Equity Bank was      
having on investor's ability to evaluate the Company,   and (ix) increase of    
approximately $25.0 million in the net worth of the Company as a result of the  
sale of Equity Bank, assuming the Purchase Price is $92.0 million, and          
improvement of the Company's debt to capital ratio as a result of the sale  .   
See "Sale of Equity Bank -- Fairness of the Sale" and "Sale of Equity Bank --   
Opinion of Financial Advisor" for a discussion of the factors considered        
relating to the fairness of the sale of Equity Bank.  See "Sale of Equity Bank  
-- Use of Proceeds" for a discussion of the use and potential use of the        
proceeds from the sale of Equity Bank.  See also "Sale of Equity Bank  --       
Business of the Company after the Sale of Equity Bank" and "Pro Forma           
Financial Statements".                                                          

   The Board of Directors also concluded that the sale of Equity Bank will
enable management to focus the resources of the Company, both financially and   
operationally, on its industrial businesses which, although such only           
represented approximately 22.9% and 20.0% of the Company's consolidated assets  
as of September 30, 1993, and December 31, 1992, respectively, such industrial  
businesses represented approximately 85.2% and 81.0% of the Company's           
consolidated revenues for the nine (9) month period ended September 30, 1993,   
and for the year ended December 31, 1992, respectively.                         

The Board of Directors did consider certain disadvantages regarding 
selling Equity Bank, including, but not limited to, (i) the additional          
earnings provided by Equity Bank to the Company's consolidated net income in    
the manner provided in 1991, 1992, and 1993, as evidenced by the "Unaudited     
Restated Historical Selected Financial Data" contained elsewhere in this Proxy  
Statement; (ii) the favorable perception that owning Equity Bank had on the     
Company's industrial activities, and (iii) Equity Bank's continuing to provide  
Receivable Financing at 100% of face value of the Receivables, although the     
amount of such financing was substantially reduced as a result of an agreement  
between the OTS and Equity Bank, as opposed to other financial institutions     
financing only 80% to 85% of the face value of such receivables.                

  On November 30, 1993, the Company and Fourth Financial entered into an
agreement in principle regarding the sale and purchase of Equity Bank, and on   
December 1, 1993, both the Company and Fourth Financial issued press releases   
that they had reached an agreement in principle whereby the Company would       
sell, and Fourth Financial would purchase, Equity Bank, and that such           
transaction was subject to the execution of a definitive agreement, obtaining   
regulatory approvals and other conditions to be met.                            

The first draft received by the Company from Fourth Financial of a  
definitive agreement was not acceptable for   since the first draft did not     
contain certain terms agreed to during negotiations and the initial draft       
contained terms which the parties were aware were subject to further            
negotiations.  Between November 30, 1993, and   February 9, 1994 (the date      
of the definitive agreement  ), representatives of the Company and Fourth       
Financial had numerous meetings and telephone conferences negotiating the       
terms of the definitive agreement.                                              

     Copies of the final draft of the Acquisition Agreement and a draft of
Lazard's form of opinion that the Purchase Price was fair from a financial      
standpoint were delivered to the members of the Board of Directors.  See "Sale  
of Equity Bank -- Opinion of Financial Advisor".  On   February 8, 1994, a      
telephonic meeting   of the Board of Directors was held, at which time the      
Board of Directors reviewed, in detail, the Acquisition Agreement and the       
draft of Lazard's form of opinion.  Present at the telephonic meeting were all  
of the directors, the Company's General Counsel and the Company's Managing      
Counsel    After discussion of the merits and status, the Board of Directors    
unanimously approved and authorized the execution, delivery and performance of  
the Acquisition Agreement and the sale of Equity Bank pursuant to the terms     
thereof.  The Board of Directors unanimously approved and authorized the        
consummation of the Acquisition Agreement, subject to, among other things       
specified in the Acquisition Agreement, the approval of the shareholders of     
the Company and obtaining regulatory approvals, which shareholder approval      
would specifically authorize the Company to amend or modify the Acquisition     
Agreement   without further shareholder approval if such amendments or          
modifications are either (i) not material or (ii) required by the regulators    
in order to obtain regulatory approval of the Acquisition Agreement and the     
transactions contemplated therein, including material changes required by the   
regulators.  Consummation of the Acquisition Agreement is subject to other      
conditions being met as described in "Sale of Equity Bank -- Summary of Sale".  

     The Acquisition Agreement was executed as of February 9, 1994, by all
of the parties.  On   February 10, 1994, press releases announcing the          
execution of a definitive agreement were issued by the Company and Fourth       
Financial.  On   March 11, 1994, Lazard delivered an executed fairness          
opinion.  See "Sale of Equity Bank -- Opinion of Financial Advisor".            

Fairness of the Sale.  The Board of Directors believes that the terms and 
conditions contained in the Acquisition Agreement are fair to, and in the best  
interests of, the Company and its shareholders.  In arriving at this belief,    
the Board of Directors considered (i)   the advice of Lazard that at the        
present time there was a favorable market to sell financial institutions; (ii)  
the opinion of Lazard, the Company's independent financial advisor, that, as    
of the date of such opinion, the consideration to be received by the Company    
pursuant to the sale of Equity Bank was fair to the Company from a financial    
point of view; (iii) the analysis presented to the Board of Directors at its    
November 30, 1992, meeting by Lazard in connection with Lazard's rendering of   
its fairness opinion   (iv   increased competition in the markets served by     
Equity Bank; (v) the highly regulated nature of Equity Bank; (vi) limitations   
on the growth of Equity Bank as a result of such regulations; (vii) changing    
marketplace for savings institutions such as Equity Bank; (viii) potential      
change in the tax laws which could result in the Company having to recognize a  
taxable gain if the sale were to occur after certain proposed regulations were  
adopted (see "Sale of Equity Bank -- Federal Income Tax Consequences"); (ix)    
sale would eliminate problems with having to raise the funds at a later date    
to buy back certain of the Transferred Assets; (x) increase in the net worth    
of the Company as a result of the sale of Equity Bank; and, (xi)                
recommendations by Lazard as to (a) the fairness of the transaction, from a     
financial point of view, of the consideration to be received by the Company     
from the sale of Equity Bank to Fourth Financial, (b) the benefits of           
generating the funds to purchase certain of the Transferred Assets from Equity  
Bank, (c) level of earnings that might be anticipated from Equity Bank in the   
future, and (d) the effect that the Company's ownership of Equity Bank was      
having on investor's ability to evaluate the Company.  See "Sale of Equity      
Bank -- Background and Reasons for the Sale", "Sale of Equity Bank -- Opinion   
of Financial Advisor" and "Sale of Equity Bank -- Use of Proceeds", "Sale of    
Equity Bank -- Business of the Company after the Sale of Equity Bank", and      
"Pro Forma Financial Statements".  The Board of Directors also noted the        
substantial efforts undertaken by the Company and Lazard to locate other        
potential purchasers for Equity Bank.  Such efforts included discreet           
inquiries of, and discussions with, potential financial purchasers, as well as  
potential strategic purchasers which, like Fourth Financial, may be in a        
position to take advantage of synergies created by combining the operations of  
Equity Bank with their present business operations.                             

   In determining that the sale of Equity Bank is fair to, and in the best
interests of, the Company and its shareholders, the Board of Directors did not  
assign any particular weight to any of the factors it considered, but gave      
serious consideration to each of them.  See "Sale of Equity Bank -- Background  
of and Reasons for the Sale" and "Sale of Equity Bank  -- Opinion of Financial  
Advisor".                                                                       

Opinion of Financial Advisor.  On November 30, 1993, at the meeting at    
which the Company's Board of Directors approved the agreement in principle to   
sell Equity Bank to Fourth Financial, Lazard delivered its oral opinion, which  
was subsequently confirmed in writing on March ____, 1994, that the Purchase    
Price for Equity Bank was fair, from a financial point of view, to the          
Company.  No limitations were imposed by the Company's Board of Directors upon  
Lazard with respect to the investigations made or procedures followed by it in  
rendering its opinion.                                                          

The full text of the opinion of Lazard, dated as of March ____, 1994
(the "Lazard Fairness Opinion"), which sets forth assumptions made, matters     
considered and limits on the review undertaken in connection with such          
opinion, is attached hereto as Exhibit "B" to this Proxy Statement.  The        
Lazard Fairness Opinion is addressed only to the Company's Board of Directors   
and does not constitute a recommendation to any of the Company's shareholders   
as to how such shareholder should vote at the Special Meeting.  The summary of  
the Lazard Fairness Opinion set forth in this Proxy Statement is qualified in   
its entirety by reference to the full text of such opinion.  The Company's      
shareholders are urged to read the Lazard Fairness Opinion in its entirety.     

Lazard is a nationally recognized investment banking firm and is    
continually engaged in the valuation of businesses and their securities in      
connection with mergers and acquisitions, underwritings, distributions of       
securities and similar activities.  Lazard has acted as financial advisor to    
the Company in connection with the sale of Equity Bank.  In connection          
therewith, Lazard has been paid a fee of $75,000 and will be paid an            
additional fee for its services as financial advisor which is contingent upon   
the consummation of the Acquisition Agreement.  In the course of its            
activities, Lazard has provided investment banking services to the Company      
from time to time, including acting as managing underwriter of the Offering by  
the Company in May, 1993, for which Lazard received customary compensation.     
See "Sale of Equity Bank -- Background of and Reasons for the Sale".  Lazard    
may, in the ordinary course of its business, trade securities of the Company    
for its own account or for the accounts of customers and, thus, may hold long   
or short positions in such securities at any time.                              

  In connection with the delivery of the Lazard Fairness Opinion, Lazard
reviewed the following material documents (i) the Acquisition Agreement;        
(ii) a draft, dated March ___, 1994, of this Proxy Statement; (iii) audited,    
consolidated financial statements of Equity Bank for the three (3) years ended  
December 31, 1992; and (iv) certain financial and other information regarding   
Equity Bank, including financial forecasts for Equity Bank, which were          
furnished to Lazard by the Company and Equity Bank or were publicly available.  
Lazard held discussions with members of the senior management of Equity Bank    
with respect to its past and current business operations and financial          
condition, regulatory relationships and future prospects.  Lazard also held     
discussions with the independent auditors of Equity Bank regarding its          
financial and accounting affairs.  In addition, Lazard compared certain         
financial and stock market information for Equity Bank with similar             
information for other companies the securities of which are publicly traded,    
which companies are listed under "Valuation of the Bank -- Analysis Based on    
Selected Thrift Trading Multiples" below, and reviewed the financial terms of   
certain recent merger and acquisition transactions involving savings            
institutions specifically and in other industries generally and performed such  
other studies and analyses as it considered appropriate.                        

    Lazard relied upon the accuracy and completeness of all of the financial
and other information reviewed by it for purposes of the Lazard Fairness        
Opinion and did not attempt independently to verify any of such information.    
In that regard, Lazard did not conduct a physical inspection of any of the      
properties or assets of Equity Bank, nor did it obtain any independent          
evaluation or appraisal of any properties, assets or liabilities of Equity      
Bank.  In addition, Lazard assumed, with the consent of the Company's Board of  
Directors, that the financial forecasts furnished to it had been reasonably     
prepared on a basis reflecting the best currently available judgments and       
estimates of Equity Bank.  The Lazard Fairness Opinion does not address the     
relative merits of the sale of Equity Bank as compared to any alternative       
business strategies that might exist for the Company.  The Lazard Fairness      
Opinion is necessarily based on economic, market and other conditions as in     
effect on, and the information made available to it as of, the date hereof.     

  The following is a brief summary of the material analyses performed by
Lazard in connection with rendering its written opinion, dated as of   March    
____, 1994.  Lazard utilized substantially the same financial analyses in       
preparing its oral opinion to the Company's Board of Directors on November 30,  
1993.                                                                           

Derivation of Equity Bank's Normalized Earnings.  Equity Bank's     
historical and projected consolidated stand-alone statements of income include  
interest income from certain affiliated Receivable Financing transactions,      
non-interest revenues associated with the Equity Tower Loan, gains on the sale  
of the OREO, and rental income generated by the Retained Corporations relating  
to the Transferred Assets.  Lazard adjusted Equity Bank's earnings to remove    
these revenues since under the Acquisition Agreement, the Company will          
purchase the Retained Assets, the Receivables, and the Retained Corporations    
from Equity Bank.  Lazard made a related pro forma adjustment to credit Equity  
Bank's interest income for a 6% yield on the theoretical reinvestment of cash   
of approximately [$85.9] million received from the sale of the Retained Assets  
and the Retained Corporations and [$29.4] million for the repurchase of the     
accounts receivable sold to Equity Bank under the Receivable Financing.         
Lazard further adjusted Equity Bank's earnings to eliminate the effect of       
certain non-recurring items which would either be eliminated due to purchase    
accounting adjustments or whose value was separately determined.  These         
adjustments included goodwill amortization and the accretion of a discount      
relating to and gains on the sale of a portfolio of purchased loans.            

    As a result of the adjustments discussed above, Lazard calculated Equity
Bank's normalized pre-tax income for the   year ended   December 31, 1993, to   
be $7.5 million, versus $8.2 million reported by Equity Bank in its             
internal stand-alone financial statements.  Lazard calculated normalized pre-   
tax income for the year ending December 31, 1994 (based on estimates            
prepared by management of Equity Bank) to be $5.6 million, versus               
management's estimated figure of $5.7 million.  Since the value of              
Equity Bank's net operating loss carryforwards also was determined separately   
(together with the adjustments referred to in the preceding paragraph, the      
"Valuation Adjustment"), and in order to facilitate comparisons, Lazard         
applied a tax rate of 38% to the normalized pre-tax income figures.  This       
resulted in fully-taxed net income ("Normalized Earnings") of $4.6 million      
and $3.5 million for the year ended December 31, 1993, and estimated for        
the year ending December 31, 1994, respectively.  The Valuation Adjustment      
was calculated based on financial information relating to Equity Bank provided  
to Lazard by the managements of the Company and Equity Bank, which information  
Lazard did not independently verify.                                            

Analysis of Selected Savings Institution Stock Purchases.  Lazard   
reviewed certain merger and acquisition transactions involving savings          
institutions announced since January 1, 1992, in which the acquired             
institution had assets of less than $1 billion and was located in selected      
midwest and southern states.  The transactions included (acquiror/acquiree):    
Roosevelt Financial Group, Inc./Home Federal Bancorp of Missouri, Inc.; First   
Bancorporation of Ohio/Great Northern Financial Corp.; First American Corpora-  
tion/Fidelity Crossville, Corp.; SunTrust Banks, Inc./Regional Investment       
Fund, Ltd.; Crestar Financial Corporation/Providence Savings and Loan           
Association of Vienna; Crestar Financial Corporation/Virginia Federal Savings   
Bank; First Financial Corproation/Highland Federal Savings Bank; First Banks,   
Inc./American Home Savings & Loan Association; AmSouth Bancorporation/First     
Federal Savings Bank of Calhoun; Colonial BancGroup, Inc./AmFed Financial       
Corporation; Standard Federal Savings Bank/Heritage Bancorp., Inc.; Centura     
Banks, Inc./ Robeson Savings Bank, Inc.; First Banks, Inc./First Federal        
Savings Bank of Proviso Township; Fourth Financial Corporation/Great Southern   
Bancorp., Inc.; Fifth Third Bancorp/The TriState Bancorp; AmSouth               
Bancorporation/Florida Bank, A Federal Savings Bank; Southern National          
Corporation/Home Federal Savings Bank of Statesville; First Citizens            
Bancshares, Inc./Pioneer Bancorp., Inc.; Huntington Bancshares, Inc./First      
Bancorp Indiana, Inc.; First American Corporation/First Federal Savings & Loan  
Association; Metropolitan Financial Corporation/Eureka Savings Bank, F.S.b.;    
Metropolitan Financial Corporation/Western Financial Savings Bank, F.S.B.;      
Great Financial Federal/Cardinal Financial Group, Inc.  Lazard compared         
certain multiples implied by the Fourth Financial proposal with comparable      
multiples for these transactions.  The analysis indicated price/tangible book   
values for these transactions that ranged from 0.48x to 2.22x, with a median    
multiple of 1.59x; and price/last twelve (12) months ("LTM") earnings per       
share ("EPS") multiples that ranged from 3.4x to 20.3x with a median multiple   
of 13.5x.  Based on a Purchase Price of $92 million and before the Valuation    
Adjustment, the comparable analysis of the Fourth Financial proposal to         
acquire Equity Bank indicated a price/tangible book value of 2.36x; a           
price/LTM fully-taxed reported earnings of 17.3x; and a price/LTM Normalized    
Earnings of 22.8x.  Reducing the assumed purchase price of $92 million by the   
Valuation Adjustment, the comparable analysis of the Fourth Financial proposal  
to acquire Equity Bank indicated a price/tangible book value of 1.69x; a        
price/LTM fully-taxed reported earnings of 12.4x; and a price/LTM Normalized    
Earnings of 16.4x.                                                              

    Valuation of the Bank.  As Equity Bank is not a publicly-traded company,
Lazard undertook a series of analyses, described below, to determine a          
reference range for the transaction value of Equity Bank under different        
valuation methodologies:                                                        

Analysis Based on Selected Savings Institution M&A                  
 Transactions.  As described above, Lazard reviewed certain merger and
    acquisition transactions involving savings institutions.  Lazard applied
 the multiples implied by these transactions to Equity Bank's tangible
    book value and Normalized Earnings and added the Valuation Adjustment to
these products.  On the basis of this analysis, Lazard established a
reference range for the transaction value of Equity Bank of $81.6   
million to $91.5 million (Lazard established a reference range of   
$73.7 million to $90.2 million at the time it delivered its oral    
opinion).                                                           

Analysis Based on Selected Thrift Trading Multiples.  Lazard        
 selected and analyzed a group of publicly traded savings institutions
located in selected midwest and southern states, with total assets  
    between $200 million and $800 million, and with return on assets between
0.50% and 2.00%.  The institutions in this group were Conservative  
Savings Corporation, FirstFed Northern Kentucky Bancorp, Inc., Great
   Southern Bancorp, Inc., Home Federal Savings Bank of Missouri, Railroad
   Financial Corporation and UNSL Financial Corp.  This analysis indicated
   that the common stock of the group traded at price/tangible book values
that ranged from 0.75x t   1.51x, with a median multiple of 1.22x;  
price/1993  EPS multiples that ranged from  6.1x to  14.2x with a   
median multiple of 9.0x; and price/1994E (as compiled by the        
  Institutional Brokers' Estimate System) EPS multiples that ranged from
10.7x to 12.5x with a median multiple of 11.0x.  Lazard applied   
these multiples to Equity Bank's tangible book value and Normalized 
 Earnings, added an assumed control premium of 25% to this product and
further added the Valuation Adjustment to this sum.  On the basis of
   this analysis, Lazard established a reference range for the transaction
value of the Bank of $77.5 million to $88.8 million (Lazard         
  established a reference range of $66.8 million to $86.1 million at the
time it delivered its oral opinion).                                

     Analysis Based on Balance Sheet Mark-to-Market.  Lazard
    analyzed the values that might be obtained if the assets and liabilities
   of Equity Bank were sold separately.  This analysis considered not only
 the possible premiums that might be paid for certain on-balance sheet
    assets, but also the possible premiums for off balance sheet assets such
as Equity Bank's portfolios of mortgage servicing and credit card   
  receivables.  In determining the range of possible premiums that might
    be paid for these assets, Lazard took into account the range of premiums
 that had been paid in transactions involving similar asset types.  On
    the basis of this analysis, Lazard established a reference range for the
transaction value of Equity Bank of $77.5 million to $86.6 million  
   (Lazard established a reference range of $78.6 million to $90.3 million
at the time it delivered its oral opinion).                         

No company or transaction used in the above analyses is identical to
Equity Bank or the Acquisition Agreement.  Accordingly, an analysis of the      
results of the foregoing necessarily involves complex considerations and        
judgments concerning differences in financial and operating characteristics of  
the companies and other factors that could affect the public trading or         
acquisition values of the companies to which they are being compared.           

The summary set forth above does not purport to be a complete       
description of the analyses performed by Lazard.  The preparation of a          
fairness opinion is a complex process and is not susceptible to partial         
analysis or summary description.  Lazard believes that its analyses and the     
summary set forth above must be considered as a whole and that selecting        
portions of its analyses and the factors considered by it, without considering  
all analyses or factors, or selecting parts of the above summary, without       
considering all analyses and factors, could create an incomplete view of the    
processes underlying the preparation of the Lazard Fairness Opinion.  None of   
the analyses performed by Lazard was indicated by Lazard to have a greater      
significance than any other.  The ranges of valuations resulting from any       
particular analysis described above should not be taken to be Lazard's view of  
the actual value of Equity Bank.                                                

In performing its analyses, Lazard made numerous assumptions with   
respect to industry performance, general business and economic conditions and   
other matters, many of which are beyond the control of Equity Bank.  The        
analyses performed by Lazard are not necessarily indicative of actual value or  
actual future results, which may be significantly more or less favorable than   
suggested by such analyses.  Additionally, the analyses do not purport to be    
appraisals or to select the prices at which a company might actually be sold    
or the prices at which any securities may trade at the present time or at any   
time in the future.  Lazard used in its analyses various projections of future  
performance prepared by the management of Equity Bank.  The projections are     
based on numerous variables and assumptions which are inherently unpredictable  
and must be considered uncertain of occurrence in the amounts and at the times  
projected.  Accordingly, actual results could vary significantly from those     
set forth in such projections.                                                  

  As described above, the Lazard Fairness Opinion was among many factors
taken into account by the Company's Board of Directors in making its            
determination to approve the Acquisition Agreement.                             

 The terms of the engagement of Lazard were set forth in an engagement
letter dated June 11, 1993, and amended on January 20, 1994.  Pursuant to that  
letter, as amended, Lazard was paid a financial advisor's fee of $75,000, and,  
if the Acquisition Agreement is consummated, the Company will pay to Lazard a   
transaction fee of $1 million, less the $75,000 previously paid.  The Company   
has further agreed to reimburse Lazard for certain of its reasonable out-of-    
pocket expenses.  The Company has agreed to indemnify Lazard against certain    
liabilities relating to, or arising out of, the engagement, including           
liabilities under the federal securities laws.                                  

Use of Proceeds.  As stated in the "Sale of Equity Bank -- Background of  
and Reasons for the Sale", the Acquisition Agreement provides that the Company  
is to purchase prior to the consummation of the Acquisition Agreement the       
Retained Corporations from Equity Bank for a price equal to the then carrying   
value of the Retained Corporations on the books of Equity Bank.  The Company    
anticipates that such price for the Retained Corporations will be               
approximately $65.4, which is the carrying value of the Transferred Assets      
contained in the Retained Corporations on the books of Equity Bank as of        
December 31, 1993.  The Company has arranged with Bank IV Oklahoma, National    
Association ("Bank IV"), a subsidiary of Fourth Financial, to borrow such       
funds to acquire the Retained Subsidiaries, with such funds to bear an annual   
rate of interest of _______% and to be repaid in full as soon as possible       
after the consummation of the Acquisition Agreement with a portion of the       
proceeds received as the Purchase Price from Fourth Financial.  In addition,    
the Acquisition Agreement also provides that the Company is to acquire at the   
time of the consummation of the Acquisition Agreement the (i) Retained Assets   
for an amount equal to the carrying value of such on the books of Equity Bank   
at the consummation of the Acquisition Agreement, which is estimated to be      
approximately $18.9 million, since such was the aggregate carrying value of     
the Retained Assets as of February 28, 1994, and (ii) the Receivables sold      
to Equity Bank by the Company and subsidiaries of the Company that are on the   
books of Equity Bank at the time of consummation of the Acquisition Agreement   
for an amount equal to Equity Bank's carrying value of such Receivables at the  
time of such consummation.  As of February 28, 1994, Equity Bank owned          
approximately $19.3 million of such Receivables, which the Company believes     
will be less than $10 million if the consummation of the Acquisition Agreement  
occurs on or about June 30, 1994.  The Acquisition Agreement also provides      
that the Company will have the option, but not the obligation, to acquire       
loans of Equity Bank that have been charged off or written down ("Other         
Loans") for a price equal to the net book value of each loan that has been      
written down or $1.00 for each loan charged off.  See "Sale of Equity Bank --   
Summary of Sale".  [As of the date of this Proxy Statement, the Company has     
not made a decision as to whether it will acquire any Other Loans.]             

    The price to be paid for the Retained Assets and, if acquired, the Other
Loans shall be paid by the Company at the closing of the sale of Equity Bank    
utilizing a portion of the Purchase Price.  On or prior to consummation of the  
Acquisition Agreement, the Company expects to have arranged with Bank IV or     
another financial institution an accounts receivable line of credit to          
replace, in whole or in part, the accounts receivable line of credit provided   
by Equity Bank.  The Company expects to use proceeds to be received under such  
line of credit to finance the repurchase of the Receivables from Equity Bank.   
The Company will use the balance of the Purchase Price (after repaying the      
loan obtained to purchase the Retained Corporations and payment for the         
Retained Assets, Receivables, and, if any, the Other Loans) for general         
working capital purposes.                                                       

Business of the Company After the Sale.  After completion of the sale of        
Equity Bank, the Company will continue to operate its industrial businesses     
consisting of the Chemical Business, The Environmental Control Business, the    
Automotive Products Business and the Industrial Products Business.              

The Chemical Business.  The Chemical Business manufactures and sells
specialty explosive products, prilled ammonium nitrate products, and high       
grade specialty industrial acids to the explosives, agricultural and            
industrial acids markets.  The Chemical Business' revenues (i) for the nine     
(9) month period ended September 30, 1993, were approximately $91.0 million,    
with approximately 35.3% consisting of sales of fertilizer and related          
chemical products for agricultural purposes; 40.3% consisting of sales to       
ammonium nitrate and other chemical-based blasting products for the mining      
industry, and  20.5% consisting of acid sales to the industrial acid markets,   
and (ii) for the year ended December 31, 1992, were $107.2 million, with 31.8%  
consisting of sales of fertilizer and related chemical products for             
agricultural purposes, 41.0% consisting of sales to ammonium nitrate and other  
chemical-based blasting products for the mining industry, and 26.1% consisting  
of acid sales to the industrial acid markets.                                   

The Company believes that the only seasonal products of the Chemical
Business are fertilizer and related chemical products sold to the agricultural  
industry.  The selling seasons for those products generally occur during the    
spring and fall planting seasons (i.e., from February through May and from      
September through November).  In addition, sales to the agricultural markets    
depend upon weather conditions and other circumstances beyond the control of    
the Company.                                                                    

  Ammonia represents an essential component in the production of most of
the products of the Chemical Business, and the price of those products          
generally fluctuates with the price of ammonia.  The Company has a contract     
with a supplier of ammonia pursuant to which the supplier has agreed to supply  
the ammonia requirements of the Chemical Business on terms the Company          
considers favorable.  The Company believes that it could obtain ammonia from    
other sources in the event of a termination of that contract.                   

 The Chemical Business sells and markets its products directly through
its own sales force, twenty   (20) agricultural distribution centers located    
in Texas, Missouri, and Tennessee, and thirteen (13) blasting centers located   
in Missouri, Kentucky, Indiana, Wyoming, West Virginia, Illinois, New Mexico,   
Georgia, Oklahoma and Kansas.                                                   

 The Company's Chemical Business' primary manufacturing operations are
conducted on 150 acres of a 1,400-acre tract located in El Dorado, Arkansas     
(the "Site").  Since the 1940's, the Site has been a manufacturing facility     
for ammonium nitrate compounds and, until 1969, was a manufacturing facility    
for ammonia.  In 1955, the Site was acquired by Monsanto Company ("Monsanto"),  
and, in June, 1983, Monsanto sold the Site to El Dorado Chemical Company        
("EDC").  EDC was acquired by the Company in 1984.  Under the agreement with    
Monsanto, the indemnification is not assignable to a party to which EDC         
transfers the Site without the prior written consent of Monsanto, except to     
any company 100% of the voting stock of which is owned or controlled, directly  
or indirectly, by EDC.  Although EDC has operated the Site since its            
acquisition from Monsanto in 1983, in 1988 EDC transferred ownership of the     
Site to the Company, which, in turn, transferred title to a company within the  
Financial Services Business.  The Site, together with certain assets located    
on the Site, are included in the Transferred Assets.  Although no consent was   
obtained from Monsanto when EDC transferred ownership of the Site to its        
affiliated company to assign the Monsanto indemnification, if such a consent    
was required under the agreement with Monsanto, the Monsanto indemnification    
remains applicable to EDC.  The Company's Chemical Business has been advised    
that the Site had been placed in the Environmental Protection Agency's ("EPA")  
data-based tracking system (the "System").  The System maintains an inventory   
of sites in the United States where it is known or suspected that a release of  
hazardous waste has occurred.  Notwithstanding inclusion in the System, EPA     
regulations recognize that such inclusion does not represent a determination    
of liability or a finding that any response action will be necessary.  Over     
36,000 sites in the United States are presently listed in the System.  If a     
site is placed in the System, EPA regulations require that the government or    
its agent perform a preliminary assessment of the site.  If the preliminary     
assessment determines that there has been a release, or that there is           
suspected to have occurred a release, at the site of certain types of contam-   
ination, the EPA will perform a site investigation.  Pursuant to such           
regulations, the State of Arkansas performed such preliminary assessment for    
the EPA.  The preliminary assessment report prepared by the State of Arkansas,  
dated September 30, 1992, regarding the Site states, in part, that releases of  
certain types of contaminants at the Site is probable or suspected to have      
occurred and that certain violations alleged by the State of Arkansas of        
environmental regulations, some of which are alleged to have occurred between   
1989 and 1991, may be contributing factors.  The Company believes that a        
number of statements in the Arkansas report are inaccurate and that others      
relate to matters that had already been corrected.  Accordingly, the Company    
provided the State of Arkansas with a response to the report which challenged   
a number of the findings contained therein.  The Company understands that this  
response was forwarded to the EPA by the State of Arkansas.  It is anticipated  
that the EPA will, at some future date, perform a site inspection at the Site,  
which inspection will usually involve the gathering of additional data          
including environmental sampling of the Site.  After conducting the site        
inspection, the regulations provide that the EPA may determine that: (i) the    
Site does not warrant further involvement in the evaluation process, or (ii)    
that further study of the Site is warranted to determine what appropriate       
action is to be taken in response to a release of contaminants at the Site or   
whether such release justifies the Site being placed on the National            
Priorities List.  Being placed in the System will generally be the first step   
in the EPA's determination as to whether a site will be placed on the National  
Priorities List.  After the EPA completes its site inspection and evaluates     
other information, the EPA will then assess the Site using the Hazard Ranking   
System to ascertain whether the Site poses a sufficient risk to human health    
or the environment to be proposed for the National Priorities List.  There are  
approximately 1,200 sites in the United States presently listed on the          
National Priorities List.  The Company has been advised that there have         
occurred certain releases of contaminants at the Site.  However, the Company    
does not believe that such releases should warrant the Site being placed on     
the National Priorities List, but there are no assurances to that effect.  The  
Company is in the process of studying the Site in an attempt to determine the   
extent of such releases at the Site and when such releases may have occurred.   
In addition, as a result of certain releases of contaminants at the Site, EDC   
may be subject to assessment of certain civil penalties.  The Company has not   
yet received from the appropriate governmental agency of the State of Arkansas  
a determination as to the appropriate plan of remediation of the Site and what  
contaminants, if any, must be remediated.  The Company is unable to estimate    
the cost of such remediation until the Company receives an acceptable plan      
from such agency.  The Company believes that it will receive such plan from     
the appropriate Arkansas state agency in the near future and at that time will  
be able to estimate the cost of such remediation at the Site.  While there are  
no assurances, based on information presently available to the Company, the     
Company does not believe, as of the date of this Proxy Statement, that the      
Site being placed in the System or the response to any contamination at the     
Site or the assessment of penalties, if any, due to release of certain          
contaminants at the Site should have any material adverse effect on the         
Company or the Company's financial condition.  See "Sale of Equity Bank --      
Summary of Sale" for a discussion of certain indemnities provided to Fourth     
Financial and Bank IV by the Company related to environmental matters as to     
the Transferred Assets.                                                         

   The Environmental Control Business.  The Environmental Control Business
manufactures and sells a broad range of fan coil, air handling, air             
conditioning, heating, heat pump and dehumidification products targeted to      
both new building construction and renovation, as well as industrial            
applications.  For the nine (9) month period ending September 30, 1993, the     
revenues of the Environmental Control Business were approximately $51.6         
million.  For the year ended December 31, 1992, the revenues for the            
Environmental Control Business were $55.0 million.                              

Most of the Environmental Control Business' production of the above-
described products occurs on a specific order basis.  The Company manufactures  
the units in many sizes, as required by the purchaser, to fit the space and     
capacity requirements of hotels, motels, schools, hospitals, apartment          
buildings, office buildings and other commercial or residential structures.     

The Environmental Control Business sells its products to mechanical 
contractors, original equipment manufactures and distributors.  The Company's   
sales to mechanical contractors primarily occur through independent             
manufacturer's representatives, who also represent complimentary product lines  
not manufactured by the Company.  Original equipment manufacturers generally    
consist of other air conditioning and heating equipment manufacturers who       
resell under their own brand name the products purchased from the               
Environmental Control Business as a separate item in competition with the       
Company or as part of a package with other air conditioning-heating equipment   
products to form a total air conditioning system which they then sell to        
mechanical contractors or end-users for commercial application.  The            
Environmental Control Business depends primarily on the commercial              
construction industry, including new construction and the remodeling and        
renovation of older buildings.                                                  

During 1993, the Environmental Control Business entered into two (2)
letters of intent to supply a foreign customer in Poland and a foreign          
customer in the Ukraine (formerly part of the Soviet Union) with equipment,     
licenses, designs, tooling, machinery, and technical data and services to       
manufacture environmental control products.  Each letter of intent provides     
that the purchase price is to be approximately $49 million.  Each letter of     
intent provides that, in lieu of cash, the Company will accept payment in kind  
of anhydrous ammonia from the foreign customer for use by the Company's         
Chemical Business.  The letter of intent with the customer in Poland has been   
orally amended to provide that (i) the agreement will be divided into two (2)   
segments, with a definitive agreement as to the first segment presently being   
negotiated for approximately one-half of the total purchase price and the       
second segment for approximately the other half of such purchase price to be    
negotiated after finalization of the definitive agreement relating to the       
first segment, and (ii) the Polish customer will pay cash under such contracts  
in lieu of delivering anhydrous ammonia to the Company.  The Company has not    
yet begun negotiations as to a definitive agreement with the other customer.    
Each letter of intent is subject to the finalization and the execution of a     
definitive agreement.  The Company has not finalized definitive agreements      
under either of the letters of intent, and there are no assurances that         
definitive agreements will be reached on either of these projects.              

  The Automotive Products Business.  The Automotive Products Business is
primarily engaged in the manufacture and sale of a line of anti-friction        
bearings, which includes straight-thrust and radial-thrust ball bearings,       
angular contact ball bearings, and certain other automotive replacement parts.  
These products are used in automobiles, trucks, trailers, tractors, farm and    
industrial machinery, and other equipment.  For the nine (9) month period       
ending September 30, 1993, and the year ended December 31, 1992, the revenues   
of the Automotive Products Business were approximately $22.2 million and $20.0  
million, respectively.                                                          

The automotive and truck replacement market serves as the principal 
market for the Automotive Products Business.  This business sells its products  
domestically and for export, principally through independent manufacturers'     
representatives who also sell other automotive products.  Those manufacturers'  
representatives sell to retailers (including major chain stores), wholesalers,  
distributors and jobbers.  The Automotive Products Business also sells its      
products directly to original equipment manufacturers and certain major chain   
stores.                                                                         

The Company generally produces or purchases the products sold by the
Automotive Products Business in quantities based on a general sales forecast,   
rather than on specific orders from customers.  The Company fills most orders   
for the automotive replacement market from inventory.  The Company generally    
produces or purchases bearings for original equipment manufacturers after       
receiving an order from the manufacturer.                                       

  The principal materials that the Automotive Products Business needs to
produce its products consist of high alloy steel tubing, steel bars, flat       
strip coil steel and bearing components produced to specifications.  The        
Company acquires those materials from a variety of domestic and foreign         
suppliers at competitive prices.  The Company does not anticipate having any    
difficulty in obtaining those materials in the near future.                     

The Industrial Products Business.  The Industrial Products Business 
purchases and markets a proprietary line of machine tools and also markets      
industrial supplies.  The current line of machine tools distributed by the      
Industrial Products Business includes milling, drilling, turning, fabricating   
and grinding machines.  The Company purchases most of the machine tools         
marketed by the Industrial Products Business from foreign companies, which      
manufacture the machine tools to the Company's specifications.  For the nine    
(9) month period ending September 30, 1993, and for the year ended December     
31, 1992, the revenues of the Industrial Products Business were approximately   
$14.6 million and $17.6 million, respectively.                                  

 The Industrial Products Business distributes its machine tools in the
United States, Mexico, Canada and certain other foreign markets.  The           
Industrial Products Business sells and distributes its products through its     
own sales personnel, who call directly on end-users.  The Industrial Products   
Business also sells its machine tools through independent machine tool dealers  
throughout the United States and Canada, who purchase the machine tools, for    
resale to end users.  The principal markets for machine tools, other than       
independent machine tool dealers, consist of manufacturing and metal working    
companies, maintenance facilities, utilities and schools.                       

    The Industrial Products Business does not depend on any single customer,
or a few customers, the loss of any one or more of which would have a material  
adverse effect on the Industrial Products Business.  A significant increase in  
the revenues of the Industrial Products Business occurred during 1992 and 1993  
as a result of an agreement with a Slovakian company ("Buyer") signed July 6,   
1992, to supply the Buyer with equipment, technology and technical services to  
manufacture certain types of automotive bearing products.  The agreement        
provides for a total contract amount of approximately $56.0 million, with       
$12.0 million of the contract amount to be retained by the Buyer as the         
Company's subsidiary's equity participation in the Buyer at a nominal amount.   
The balance of approximately $44.0 million has been or will be paid to the      
Company's subsidiary as follows: (i) approximately $12.3 million was paid       
during 1992 as a downpayment, and (ii) the balance of approximately $31.6       
million payable in equal quarterly installments over a ten (10) year period,    
plus interest.  Payment of the quarterly installments has been delayed from     
time to time.  However, during the first 1993, approximately $791,000 of such   
balance was paid by the Buyer to the Industrial Products Business under this    
agreement.  The Industrial Products Business has acquired the machinery and     
equipment and is developing the tooling and designs to be delivered to the      
Buyer under the Agreement.  The Company has shipped to the Buyer certain        
machinery and equipment and expects to deliver the balance of such machinery    
and equipment and the tooling and designs to the Buyer by the end of June,      
1994.  Circumstances could arise that could delay the delivery of the           
machinery, equipment, designs and tooling to the Buyer.  Under the agreement,   
the Company's subsidiary will use its best efforts to purchase approximately    
$14.5 million of bearing products from the Buyer each year over a period of     
ten (10) years; provided, however, that the Company's subsidiary is not         
required to purchase more product from the Buyer in any one (1) year than the   
amount of tapered bearings the Company's subsidiary is able to sell in its      
market.  The Company presently manufactures and purchases from outside sources  
tapered bearings.  During the nine (9) months ended September 30, 1993, and     
for the year ended December 31, 1992, the Company sold approximately $8.0       
million and $6.9 million, respectively, of tapered bearings.  The Company       
believes that the purchase price of these bearings will be favorable compared   
to its present cost in purchasing these products from other sources or          
manufacturing these products.  Such prices are subject to increases or          
decreases based upon price increases or decreases sustained in the United       
States bearing industry.  The Company will recognize revenues and profits on    
the sale of equipment and technology over the term of the agreement as they     
are realized.  The revenue and profit realized during the delivery and          
installation period will be recognized on a percentage of completion basis.     
During the nine (9) months ended September 30, 1993, and the year ended         
December 31, 1992, the Company recorded sales of approximately $5.4 million     
and $6.2 million, respectively, in connection with the agreement.  The per-     
centage of completion will be determined by relating the productive costs       
incurred to date to the total productive costs estimated to complete the        
performance under the contract for delivery and installation.  The Company      
presently meets all of its obligations under the contract which generally       
coincides with the payout term.                                                 

During the last quarter of 1993, the Industrial Products Business   
exchanged its rights to an equity interest in the Buyer to a foreign non-       
affiliated company ("Purchaser of the Interest") for $12.0 million in notes.    
The Company has been advised that the Buyer has agreed to repurchase from the   
Purchaser of the Interest up to $6 million of such equity interest over a six   
(6) year period, with payment to be either in cash or bearing products.  The    
notes issued to the Industrial Products Business for its rights to the equity   
interest in the Buyer will only be payable when, as and if the Purchaser of     
the Interest collects from the Buyer for such equity interest, and the method   
of payment to the Company will be either cash or bearing products in the same   
manner as received by the Purchaser of the Interest from the Buyer.  Due to     
the Company's inability to determine what payments, if any, it will receive on  
such notes, the Company will continue to carry such notes at a nominal amount.  

See "Sale of Equity Bank -- The Company and Fourth Financial", "Pro 
Forma Financial Statements" and "Incorporation of Certain Documents by          
Reference".                                                                     

Recent Developments of the Company.  In addition to those described in this     
Proxy Statement, the Company did not have any material change in the Company's  
affairs which have occurred since December 31, 1992, that have not been         
described in a report on Form 10-K, Form 10-Q or Form 8-K filed by the Company  
under the Securities and Exchange Commission ("SEC"), except that during        
November, 1993, the Company's Chemical Business acquired an additional          
concentrated nitric acid plant and related assets ("Plant and Assets") for      
approximately $1.9 million.  The Chemical Business is in the process of moving  
such Plant and Assets from Illinois to, and installing such at, its manufac-    
turing plant located in El Dorado, Arkansas.  The Company anticipates that the  
total amount that will be expended to acquire, move and install the Plant and   
Assets will be approximately $12.0 million.  In addition, the Company's         
consolidated net income for the year ended December 31, 1993, was               
$______________, as compared to $9.2 million for the year ended December 31,    
1992.                                                                           

Accounting Treatment in Connection with the Sale.  As Equity Bank represents    
all of the operations of the Company's Financial Services Business, the sale    
of Equity Bank will result in the disposal of a business segment for financial  
reporting purposes by the Company.  Accordingly, the financial statements of    
the Company for 1993 and prior years will reflect the operations of Equity      
Bank as a discontinued operation.  The gain on the sale of Equity Bank will be  
reflected when the sale is consummated, which is expected to occur during the   
second quarter of 1994.                                                         

Federal Income Tax Consequences.  The following is a summary of certain of the  
federal income tax consequences to the Company as a result of the sale of       
Equity Bank under the Acquisition Agreement, which summary is believed by the   
Company to contain a description of all material tax aspects of the sale of     
Equity Bank under the Acquisition Agreement.  The consummation of such sale     
will not in itself be a taxable event for the shareholders of the Company.      

 The Company, Equity Bank, and the Company's other subsidiaries file a
consolidated federal income tax return.  The Company expects to realize a       
consolidated net loss for federal income tax purposes upon the consummation of  
the sale of Equity Bank in the amount of approximately $19.9 million.  Under    
the Treasury Regulations promulgated by the Internal Revenue Service (the       
"IRS") governing consolidated returns in effect as of the date of this Proxy    
Statement (the "Consolidated Return Regulations"), no deduction is generally    
allowed for any loss recognized by a member of a consolidated group with        
respect to the disposition of stock of a subsidiary.  Accordingly, the Company  
may not deduct any losses arising from the consummation of the sale of Equity   
Bank.                                                                           

The Consolidated Return Regulations permit the Company to elect to  
reattribute to itself the amount of any disallowed loss which is otherwise      
attributable to Equity Bank.  Under the terms of the Acquisition Agreement,     
Equity Bank is required to indemnify Fourth Financial and Bank IV from any      
reduction in the aggregate amount of Equity Bank's net operating loss           
carryforward for federal income tax purposes below $64.0 million; provided,     
however, that such reduction results   from either (i) a reduction required by  
final action of the Internal Revenue Service and made retroactive to the        
period prior to the consummation of the sale of Equity Bank under the           
Acquisition Agreement, or (ii) a reduction in the net operating loss            
carryforward of Equity Bank at the consummation of the Acquisition Agreement    
attributable to the consolidated taxable income of the Company.  The Company    
is required to indemnify Fourth Financial in an amount (not to exceed $10.5     
million, which represents that amount allocated toward the Purchase Price for   
Equity Bank's net operating loss) equal to   the product of (a) the dollar      
amount of such remediation and (b) a fraction, the numerator of which shall be  
$10.5 million and the denominator of which shall be $64.0 million, except that  
the Company shall have the right to be released from such net operating loss    
carryforward indemnification by electing to have the Purchase Price reduced by  
$600,000.  See "Sale of Equity Bank -- Summary of Sale".  Any significant       
reattribution of such disallowed loss would result in Equity Bank's net         
operating loss carryovers being reduced to an amount less than $64.0 million,   
thereby invoking the Company's obligation to indemnify Fourth Financial,        
unless such indemnification is eliminated by the Company electing to have the   
Purchase Price reduced by $600,000; therefore, if the Company does not elect    
to have the indemnification eliminated, it is anticipated that the Company      
will not elect to reattribute any such disallowed loss.                         

The consolidated net loss which the Company expects to recognize in 
connection with the sale of Equity Bank under the Acquisition Agreement for     
federal tax purposes differs substantially from the net gain arising from the   
sale of Equity Bank under the Acquisition Agreement as computed for financial   
accounting purposes.  The Company expects to realize a net gain of              
approximately $25.0 million for financial accounting purposes.  This            
difference is primarily attributable to the Company's increased tax basis in    
its shares of Equity Bank stock under the Consolidated Return Regulations as a  
result of (i) the amount of nontaxable assistance to Equity Bank by the         
Federal Savings and Loan Insurance Corporation which is excluded from Equity    
Bank's taxable income without a corresponding reduction in tax basis and (ii)   
the amount of Equity Bank's net operating loss carryovers which are unused by   
the Company's consolidated group at the time of the consummation of the sale    
of Equity Bank under the Acquisition Agreement.  Other factors creating the     
difference relate to increases in the Company's basis in its shares of Equity   
Bank stock attributable to temporary differences between financial accounting   
and income tax reporting.                                                       

  The calculation of the consolidated net loss which the Company expects
to realize in connection with the sale of Equity Bank under the Acquisition     
Agreement is based upon the Consolidated Return Regulations in effect as of     
the date of this Proxy Statement.  On November 12, 1992, certain proposed       
amendments to the Consolidated Return Regulations were published in the         
Federal Register (the "Proposed Regulations").  The Proposed Regulations, if    
effective, would result in a reduction of the Company's basis in its shares of  
Equity Bank stock by certain net operating loss carryovers attributable to      
Equity Bank which have expired since Equity Bank has been a member of the       
Company's consolidated group.  This stock basis reduction is not required       
under the Consolidated Return Regulations currently in effect.                  

As of December 31, 1993, the amount of Equity Bank's expired net    
operating loss carryovers was approximately $36.1 million.  Thus, the Proposed  
Regulations, if effective, would result in a reduction of approximately $36.1   
million in the Company's basis in its shares of Equity Bank stock.  This        
reduction would result in the recognition by the Company of a consolidated net  
gain in connection with the sale of Equity Bank of approximately $16.2 million  
for federal tax purposes.  The approximately $16.2 million gain which would be  
generated under the Proposed Regulations would be applied against and result    
in a reduction of Equity Bank's net operating loss carryovers in the amount of  
approximately $5.0 million and the reduction of the Company's net operating     
loss carryovers in the amount of approximately $11.2 million.  This reduction   
of Equity Bank's net operating loss carryovers by approximately $5.0 million    
would invoke the Company's obligation to indemnity Fourth Financial for the     
reduction of Equity Bank's net operating loss carryovers below  $64.0 million,  
for an amount equal to a percentage of the amount by which Equity Bank's net    
operating losses are reduced below $64.0 million.                               

   The Proposed Regulations have not been finalized as of the date of this
Proxy Statement, and, if finalized, will be effective as to transactions        
occurring after the date the Proposed Regulations are filed in final form with  
the Federal Register.  Thus, the Proposed Regulations will not be effective as  
to the sale of Equity Bank under the Acquisition Agreement if the sale of       
Equity Bank under the Acquisition Agreement occurs prior to the date the        
Proposed Regulations are published in final form with the Federal Register.     
The Company has reserved the right under the Acquisition Agreement to           
terminate the Acquisition Agreement and cancel the sale of Equity Bank under    
the Acquisition Agreement if the Proposed Regulations become effective prior    
to the consummation of the sale of Equity Bank under the Acquisition Agreement  
or if any other change in the law occurs with the effect that the tax basis of  
the Company in its shares of Equity Bank stock shall be significantly reduced.  
See "Summary of the Sale of Equity Bank".                                       

Regulatory Matters.  As a federally chartered savings institution, the          
acquisition of Equity Bank by Fourth Financial is subject to the approval of    
the Office of Thrift Supervision under the Home Owners' Loan Act.  In           
addition, the acquisition by Fourth Financial is subject to the approval of     
the board of Governors of the Federal Reserve System under the Bank Holding     
Company Act of 1956 and the Merger with Bank IV is subject to the approval of   
the United States Office of the Comptroller of the Currency under the National  
Bank Act.  In considering the applications, applicable law requires that the    
agencies take into consideration the financial and managerial resources and     
future prospects of Fourth Financial and Bank IV as well as the competitive     
effects of the acquisition and Merger.  Following the receipt of such           
approvals, a period of thirty (30) days must expire within which time the       
Federal Trade Commission ("FTC") or the Assistant Attorney General ("Attorney   
General") may file objections to the acquisition of the Merger under the Hart-  
Scott-Rodino Antitrust Improvement Act.  The foregoing applications have not    
as of the date of this Proxy Statement been filed with the appropriate          
agencies and, when they are, there can be no assurance that all such approvals  
will, in fact, be obtained.                                                     

Appraisal Rights.  Pursuant to the Delaware General Corporation Law, holders    
of shares of the Company's voting securities will not be entitled to rights of  
appraisal in connection with the sale of Equity Bank under the Acquisition      
Agreement.                                                                      

Shareholder Approval.  The Company is a Delaware corporation and, under         
Delaware law, a sale of all or substantially all of the Company's assets would  
require shareholder approval by the affirmative vote of a majority of the       
outstanding stock of the Company entitled to vote thereon, unless otherwise     
provided in the Company's certificate of incorporation.  The business proposed  
to be sold comprises all of the Financial Services Business of the Company.     
This sale does not include any of the Company's industrial businesses,          
consisting of its Chemical Business, Environmental Control Business,            
Automotive Products Business or Industrial Products Business, and, as a         
result, the Company does not believe that such constitutes a sale of all or     
substantially all of the Company's assets.                                      

   Article Eleventh of the Company's Restated Certificate of Incorporation
provides, among other things, that, in addition to any affirmative vote of the  
holders of the outstanding voting capital stock required by law or the          
Company's Restated Certificate of Incorporation, the affirmative vote of the    
holders of not less than two-thirds of the outstanding voting stock of the      
Company voting as a single class shall be required for the approval or          
authorization of any sale, lease or exchange of all or substantially all of     
the assets of the Company; provided, however, that such two-thirds voting       
requirement shall not be applicable if such transaction has been approved by a  
vote of at least a majority of the members of the Board of Directors of the     
Company.  Although the Company does not believe the sale of Equity Bank         
constitutes a sale of all or substantially all of the Company's assets since    
the sale of Equity Bank to Fourth Financial was approved by more than a         
majority of the Board of Directors (see "Sale of Equity Bank -- Background of   
and Reasons for the Sale"), then the sale of Equity Bank to Fourth Financial    
under the Acquisition Agreement, if such constituted a sale of all or           
substantially all of the Company's assets, would require only the affirmative   
vote of a majority of the outstanding voting stock of the Company as of the     
close of business on the Record Date.                                           

   While the Financial Services Business constituted a significant portion
of the total consolidated assets, at historical cost, of the Company as at      
September 30, 1993, the Financial Services Business comprised only 14.8% and    
19.0% of the consolidated revenues of the Company for the nine (9) month        
period ended September 30, 1993, and for the year ended December 31, 1992,      
respectively, and only 12.8% and 11.5% of the Company's consolidated operating  
income for the nine (9) month period ended September 30, 1993, and for the      
year ended December 31, 1992, respectively.                                     

  The sale of Equity Bank is not believed by the Company to be deemed to
be a sale of all or substantially all of the Company's assets under applicable  
Delaware law.  However, the Board of Directors has determined that the sale of  
Equity Bank represents a significant step for the Company and, notwithstanding  
the fact that the Company does not believe that it is legally required to       
obtain shareholder approval for the proposed transaction, the Board of          
Directors has determined in this case that the sale of Equity Bank will be      
concluded only if it receives the affirmative vote of a majority of the votes   
cast by all shareholders voting as a single class entitled to vote thereon, in  
person or by proxy at the Special Meeting.  As of the Record Date, the          
directors and officers, and their spouses and children, of the Company          
beneficially owned approximately 33.0% of the outstanding shares of voting      
stock of the Company, and they have indicated that they intend to vote all      
such shares in favor of the sale of Equity Bank.  However, if such required     
vote is not obtained, the Company will terminate the Acquisition Agreement in   
accordance with its terms.  Approval at the Special Meeting by the              
shareholders of the Company of the Acquisition Agreement and the transactions   
contemplated thereby will also authorize the Company, without further           
shareholder approval and without further solicitation of proxies from           
shareholders to make future modifications and amendments to the terms and       
conditions of the sale of Equity Bank which either are (i) not material or      
(ii) required by the regulators in order to obtain regulatory approval,         
including material amendments or modifications required by the regulators  .    
The Company is not currently aware of any such amendments or modifications      
which are expected to occur or of any estoppel effects respecting the sale of   
Equity Bank which will be applicable to a shareholder depending on the manner   
of such shareholder's vote.                                                     

If the sale of Equity Bank to Fourth Financial is not approved, the 
likely alternatives which will be considered by the Board of Directors for the  
foreseeable future consist of the continued ownership and operation of Equity   
Bank by the Company or negotiate with other possible parties to acquire Equity  
Bank.                                                                           

Summary of Sale.  The following is a summary of the Acquisition Agreement, a    
copy of which is attached hereto as Exhibit "A" to this Proxy Statement and is  
incorporated herein by reference.  Such summary is qualified in its entirety    
by reference to the Acquisition Agreement.  Terms which are not otherwise       
defined in this summary have the meaning set forth in the Acquisition           
Agreement.  Although, such is a summary, the following is a discription of all  
material matter contained in the Acquisition Agreement.  For purposes of such   
summary, references to the "Company" are to both the Company and Prime unless   
the context requires otherwise.                                                 

Business to be Sold.  The terms of the Acquisition Agreement        
contemplate, among other things, the sale of all of the issued and outstanding  
capital stock of Equity Bank, which constitutes the sale of the Company's       
Financial Services Business.  After the sale of Equity Bank, the Company will   
continue to operate its industrial businesses through the Chemical Business,    
Environmental Control Business, Automotive Products Business and Industrial     
Products Business.  The Acquisition Agreement also contemplates that after the  
sale of Equity Bank, Fourth Financial will merge Equity Bank into its wholly-   
owned subsidiary, Bank IV (the "Merger").  The closing of the Acquisition       
Agreement   is to occur within fifteen (15) days after obtaining the necessary  
Regulatory Approvals (as defined below under "Sale of Equity Bank -- Required   
Consents and Approvals") or non-objection, as the case may be, of all           
governmental, self governing agencies required in order to consummate the sale  
of Equity Bank, the Merger, and the retention by Bank IV of Equity Bank and     
the following subsidiaries of Equity Bank: Credit Card Center, Inc., Equity     
Financial Services Corp., and United BankCard, Inc. (such Equity Bank           
subsidiaries are referred to as the "Corporations") contained in the            
Acquisition Agreement (the "Closing"), assuming all of the conditions           
precedent contained in the Acquisition Agreement are met or waived on or prior  
to the Closing.                                                                 

Prior to the Closing, the Company has agreed to purchase from Equity
Bank the Retained Corporations.  Under the Acquisition Agreement, the Company   
will pay to Equity Bank for the Retained Corporations an amount equal to   the  
carrying value of   the Transferred Assets within the Retained Corporations as  
of the date of purchase of such Retained Corporations.  As of December 31,      
1993, Equity Bank's carrying value of the Transferred Assets held by the        
Retained Corporations is approximately $65.4 million.  In addition, the         
Acquisition Agreement provides that the Company is to purchase from Equity      
Bank at the Closing for an amount equal to Equity Bank's aggregate carrying     
value thereof at the Closing (i) the Equity Tower Loan, which Equity Bank has   
previously classified as an in substance foreclosure on its books, and (ii)     
all OREO (the Equity Tower Loan and the OREO have been previously col-          
lectively defined as the "Retained Assets").  As of February 28, 1994,          
Equity Bank's aggregate carrying value of the Retained Assets was               
approximately $18.9 million.  In addition, under the Acquisition Agreement      
the Company has agreed to purchase from Equity Bank at the Closing the          
Receivables sold to Equity Bank by the Company and its subsidiaries for an      
amount equal to Equity Bank's carrying value of such Receivables at the         
Closing.  As of February 28, 1994, Equity Bank owned approximately $19.3        
million of such Receivables, which the Company believes will be less than $10   
million if the Closing occurs on or about June 30, 1994.  See "Sale of Equity   
Bank -- Use of Proceeds".                                                       

 The Company shall have the option to acquire any loan owned by Equity
Bank that has been charged off or written down for a purchase price equal to    
Equity Bank's net book value of each loan that has been written down and for a  
purchase price of $1.00 in the case of each loan that has been   charged off.   

    The Company shall have the option to be released from its obligations to
indemnify Fourth Financial and Bank IV regarding Equity Bank's net operating    
loss carryovers by having the Purchase Price to be paid by Fourth Financial     
reduced by   $600,000, as further discussed under "Representations, Warranties  
and Indemnities" of this section.                                               

Purchase Price.  The purchase price ("Purchase Price") to be paid by
Fourth Financial for Equity Bank under the Acquisition Agreement at the         
Closing is estimated to be approximately $92 million.  The exact amount of the  
Purchase Price is   based on a formula with the exact amount to be determined   
at Closing as the sum of the following: (i) the tangible book value of Equity   
Bank (defined as the aggregate consolidated stockholders' equity of Equity      
Bank, less the amounts in the accounts relating to purchased mortgage           
servicing rights, goodwill, and United BankCard goodwill) at the Closing, plus  
a premium over Equity Bank's tangible book value of the following determined    
at the Closing: (a) $9.3 million for Equity Bank's credit card business, (b)    
1% of the aggregate of the unpaid principal balance at Closing of Equity        
Bank's loans secured by fixed rate mortgages having fully amortizing original   
terms of fifteen (15) years or less, excluding loans originated after October   
31, 1993, (c) 6% of the aggregate unpaid principal balance at Closing of        
Equity Bank's loans secured by fixed rate mortgages having fully amortizing     
original terms in excess of fifteen (15) years but not more than thirty (30)    
years, excluding loans originated after October 31, 1993, and (d) 2% of the     
aggregate unpaid principal balance at Closing of Equity Bank's loans secured    
by variable rate mortgages, excluding loans originated after October 31, 1993;  
(ii) an amount at the Closing equal to the unamortized discount on Equity       
Bank's mortgages included in (i) (b), (c), and (d) above; (iii) an amount at    
the Closing equal to (a) 0.65% of the aggregate unpaid principal balance of     
loans serviced by Equity Bank prior to March 1, 1993, on which Equity Bank      
performs mortgage servicing (other than loans serviced for the account of       
Equity Bank), (b) 1% of such balance on such loans serviced by Equity Bank      
that were originated after March 31, 1993, secured by fixed or adjustable rate  
mortgages of fully amortizing original terms of at least ten (10) but not more  
than fifteen (15) years, and (c) 1.25% of such balance on such loans            
originated on or after March 1, 1993, secured by fixed or adjustable rate       
mortgages having original fully amortized terms of more than fifteen (15) but   
not more than thirty (30) years; (iv)   an amount obtained by subtracting the   
"required reserve" (as defined below) from Equity Bank's actual loan loss       
reserve account at the Closing, with the "required reserve" meaning $2.7        
million as adjusted by the amount by which Equity Bank's loan loss account      
would have been adjusted at the Closing under normal and prudent banking        
practice to reflect aggregate changes of at least $500,000 occurring            
subsequent to October 31, 1993, or originating since October 31, 1993, and not  
reviewed in advance by Fourth Financial; provided, that no such change in the   
quality of a loan is to be included in the calculation to the extent such       
change has been reflected in the tangible book value of Equity Bank at the      
Closing or if such change is less than $25,000; (v) to the extent not           
otherwise reflected in the tangible book value of Equity Bank, an amount,       
either positive or negative, by which the aggregate fair market value of        
Equity Bank's securities portfolio at the Closing differs from Equity Bank's    
book value of such portfolio at the Closing; (vi) the difference, positive or   
negative, between the carrying value of Equity Bank's time deposits and the     
aggregate value of such deposits after repricing them to the Treasury yield     
curve at the Closing; (vii) $10.5 million for Equity Bank's net operating       
loss; (viii) $11.0 million for Equity Bank's deposit balance; and, (ix) $1.4    
million for certain of Equity Bank's branches.                                  

The percentages specified in (i)(b) and (c) immediately above are   
determined utilizing the spread between the bank's average portfolio yield and  
FNMA required thirty (30) day yield as of August 31, 1993.  If, at the time of  
the Closing, such spreads have fluctuated by more than 0.25%, the applicable    
percentages in such subparagraphs (i)(b) and (c) will be adjusted up or down    
by one-fourth of 1% for each full one-eighth of 1% change in the spread, in     
the case of loans with an original term of fifteen (15) years or less, and by   
three-eighths of 1% for each full one-eighth of 1% change in the spread, in     
the case of loans with an original term of more than fifteen (15) but   not     
more than thirty (30) years.                                                    

Based on the above, the Company estimates that at the Closing the   
Purchase Price will be approximately $92 million, which amount is estimated     
based upon estimates which cannot be definitively determined until the          
Closing.  Among other things, management of the Company has estimated Equity    
Bank's earnings through March 31, 1994, in order to estimate tangible net       
worth of Equity Bank, a major component of the Purchase Price, and made         
estimates with respect to the other variables which make up the Purchase        
Price.  The date of Closing is not known as of the date of this Proxy           
Statement, and the Purchase Price will be affected by the results of            
operations of and the fluctuation of interest rates between the date of this    
Proxy Statement and the Closing.  Notwithstanding the foregoing, if the         
Purchase Price, as finally determined at the Closing, is less than $92          
million, the Company may, at its option, terminate the Acquisition Agreement.   

Representations, Warranties and Indemnities.  In the Acquisition    
Agreement, the Company made certain representations and warranties to Fourth    
Financial, including as to: the organization, good standing and authority of    
the Company and the Corporations; the Acquisition Agreement as a binding        
obligation of the Company; Equity Bank's financial statements; certain tax      
matters; Equity Bank's capitalization; the financial statements of Equity       
Bank; the absence of certain changes, violations of law, events or defaults     
respecting the Company, Equity Bank and the other Corporations; pending or      
threatened litigation affecting the Company, Equity Bank or any of the other    
Corporations; compliance with applicable laws (including, without limitation,   
applicable environmental laws); real and personal property owned or leased by   
Equity Bank or any other Corporation; material contracts; the status of         
employee benefit plans and employee compensation arrangements; labor            
relations; government authorizations; maintenance of insurance; notes and       
leases of Equity of Equity Bank or any other Corporations; payments to          
brokers; and, environmental compliance.  Fourth Financial made certain          
representations and warranties to the Company including as to: the              
organization, good standing and authority of Fourth Financial; the Acquisition  
Agreement as a binding obligation of Fourth Financial; the absence of certain   
changes, violations of law, events or defaults respecting Fourth Financial;     
obtaining the Regulatory Approvals; and, the future capitalization of Bank IV.  

The Acquisition Agreement also provides indemnification obligations.
Specifically, the Company has agreed to indemnify and hold harmless Fourth      
Financial, Bank IV and the Corporations against and with respect to any         
liabilities arising from any material uncured breach or nonfulfillment of any   
of the warranties, agreements, or representations made by the Company.  The     
Acquisition Agreement provides generally that a minimum $1.0 million in         
damages must be sustained before seeking monetary recovery pursuant to certain  
of the indemnification provisions, and that the Company shall not be required   
to pay more than $25.0 million pursuant to the indemnification obligations.     

 The Company has also agreed to indemnify Fourth Financial and Bank IV
from any reduction below $64.0 million in the aggregate amount of Equity        
Bank's net operating loss carryforwards for federal income tax purposes as a    
result of final action of the Internal Revenue Service made retroactive to the  
period prior to the Closing or such a reduction at the Closing is attributable  
to the consolidated taxable income of the Company; provided, however, the       
payment to be made by the Company shall not exceed an amount equal to the       
product of (a) the dollar amount of such reduction, and (b) a fraction, the     
numerator of which shall be $10.5 million and the denominator of which shall    
be $64.0 million.  Thus, the Company's aggregate liability for indemnification  
as a result of the reduction in the aggregate amount of Equity Bank's net       
operating loss   carryforward should not exceed $10.5 million.  As stated       
above, the Company has the option to be released from its indemnification       
obligation relating to Equity Bank's net operating loss by having the amount    
of the Purchase Price to be paid by Fourth Financial at the Closing reduced by  
the sum of   $600,000.  This indemnification is not subject to the $1.0         
million deductibility and $25.0 million maximum liability provisions.           

    The Acquisition Agreement also provides that the Company shall indemnify
and hold harmless Fourth Financial, Equity Bank, and Bank IV against and with   
respect to certain liabilities relating to environmental  matters relating to   
the Transferred Assets that are acquired by the Company as part of the          
Retained Corporations.  In addition, under the Acquisition Agreement, the       
Company has agreed to indemnify and hold harmless Fourth Financial, Bank IV     
and Equity Bank against liabilities relating to (i) the frozen 401-K plan of    
Equity Bank's bankcard division involving approximately thirteen (13)           
employees, (ii) one (1) lawsuit ("Lawsuit") in which the maximum liability      
could be approximately $143,000 if the defenses asserted are deemed not to be   
valid, and (iii) the pending Internal Revenue Service examination of a          
supplier of computer services to a partnership in which Equity Bank was         
believed to be a limited partner.  Under the terms of the Acquisition           
Agreement, Bank IV shall pay one-half of the out-of-pocket attorney fees and    
costs incurred in connection with the Lawsuit.  The indemnifications for        
matters described in this paragraph are not subject to the $1.0 million         
deductibility and the $25.0 maximum liability provisions.                       

   Fourth Financial has agreed to indemnify and hold harmless any officer,
director, or employee of  Equity Bank or any of the other Corporations from     
and against any liability in connection with any claim in which such persons    
are, or threatened to be made, a party based on such person's status as an      
officer, director or employee of a Corporation prior to Closing, if such claim  
pertains to any matter arising prior to the Closing.                            

The representations and warranties set forth in the Acquisition     
Agreement will survive for two (2) years following the Closing.  However,       
notwithstanding the two (2) year survival period (i) a three (3) year period    
of survival will apply to certain representations of the Company relating to    
the payment of taxes (ii) the obligation of the Company arising as a result of  
a reduction in Equity Bank's net operating loss below $64.0 million shall       
survive until the earlier of October 31, 1998, or thirty (30) days after the    
Internal Revenue Service's completion of its examination of Fourth Financial's  
1994 federal income tax returns; and, (iii) there shall be no time limit with   
respect to the indemnification for environmental liabilities with respect to    
the Retained Corporations.                                                      

In addition, the parties' indemnity does not apply to claims for any
breaches which were communicated to the nonbreaching party prior to the         
Closing where nonbreaching party elects to close the transactions contemplated  
by the Acquisition Agreement notwithstanding notification of such breach or     
misrepresentation.                                                              

Required Consents and Approvals.  The Acquisition Agreement provides
that the consummation of the transactions contemplated by the Acquisition       
Agreement is subject to the approval, consent or non-objection, as the case     
may be, of the Board of Governors of the Federal Reserve System, the Office of  
Thrift Supervision, the United States Controller of the Currency, and all       
other necessary governmental or self-governing agencies (the "Regulatory        
Approvals").  See "Sale of Equity Bank -- Regulatory Matters".                  

The Acquisition Agreement also provides that the obligations of the 
Company under the Acquisition Agreement are subject to the approval of the      
shareholders of the Company of the Acquisition Agreement and the transactions   
contemplated thereby.                                                           

    Closing Conditions.  The obligations of the Company and Fourth Financial
to consummate the transactions contemplated by the Acquisition Agreement are    
subject to the satisfaction or waiver of the following conditions at or prior   
to Closing: (i) all Regulatory Approvals in connection with the sale of Equity  
Bank, the Merger, and the retention by Bank IV of the Corporations shall have   
been procured; and (ii) no proceeding, whether judicial or administrative,      
shall be pending or threatened for the purpose of enjoining or preventing the   
sale of Equity Bank, the Merger or any of the other transactions permitted or   
contemplated by the Acquisition Agreement, and no order, judgment, or decree    
shall be outstanding restraining or enjoining consummation of the same.         

The obligations of the Company to consummate the transactions con-  
templated by the Acquisition Agreement are further subject to satisfaction or   
waiver of the following conditions at or prior to Closing: (i) the              
representations and warranties of Fourth Financial shall have been true and     
correct in all respects when such representations and warranties were           
originally made and as of the date of Closing (except for such changes          
permitted in compliance with the Acquisition Agreement); (ii) Fourth Financial  
shall have duly performed all of its obligations under the Acquisition          
Agreement; (iii) the Purchase Price shall not be less than $92 million, less    
the amount of the option price for release of the indemnification regarding     
Equity Bank's net operating loss carryovers if such is exercised by the         
Company  ; (iv) the Company shall have a written opinion from Lazard as to the  
fairness of the Purchase Price to the Company from a financial standpoint; (v)  
all certificates and opinions required to be delivered by Fourth Financial or   
any other party representing Fourth Financial, as contemplated by the           
Acquisition Agreement shall have been duly executed and delivered, including,   
without limitation, the execution and delivery of the opinion of counsel to     
Fourth Financial; (vi) the shareholders of the Company shall have approved the  
Acquisition Agreement and the sale of Equity Bank; (vii) no change in the law   
shall have occurred with the effect of significantly reducing the tax basis of  
the Company in its shares of Equity Bank, including, but not limited to, the    
final adoption of the proposed changes to the Treasury Regulations at Section   
1.1502-33; and, (viii) all of the Retained Assets, Receivables and   the        
Retained Corporations shall have been transferred to the Company as provided    
in the Acquisition Agreement.                                                   

The obligations of Fourth Financial to consummate the transactions  
contemplated by the Acquisition Agreement are further subject to the            
satisfaction or waiver of the following conditions at or prior to the Closing:  
(i) the tangible   book value of Equity Bank, without taking into account       
restructuring charges, shall not be less than $41.0 million; (ii) all           
certificates and opinions required to be delivered by the Company or any other  
party representing the Company, as contemplated by the Acquisition Agreement    
shall have been duly executed and delivered, including, without limitation,     
the execution and delivery of the opinion of counsel to the Company and the     
Corporations; (iii)the representations and warranties of the Company shall      
have been true and correct in all respects when such representations and        
warranties were originally made and as of the date of Closing (except for such  
changes permitted in compliance with the Acquisition Agreement); (iv) the       
Company shall have duly performed all of its obligations under the Acquisition  
Agreement; (v) the Company shall have delivered to Fourth Financial the         
written resignations, effective at Closing, of certain officers and directors   
of Equity Bank and the other Corporations as requested by Fourth Financial;     
(vi) the Company shall have delivered to Fourth Financial a copy of Equity      
Bank's audited consolidated financial statements as of December 31, 1993 and    
for the year then ended;   (vii) Bank IV shall have entered into leases as      
lessee of a certain portion of Equity Tower and as lessee of the Branch, and    
(viii) Fourth Financial shall have secured satisfactory environmental           
assessment reports relating to certain real properties of Equity Bank.          

Additional Agreements of the Parties.  The Acquisition Agreement    
provides that the Company shall use its reasonably best efforts to cause        
Equity Bank and each of the other Corporations to conduct its business in the   
ordinary and usual course consistent with past practice.  In connection with,   
and without limitation to, the foregoing, prior to the Closing and without the  
consent of Fourth Financial: (i) no changes may be made in the Corporations'    
certificate of incorporation, charter or bylaws; (ii) no changes may be made    
in the authorized or issued shares of capital stock or any security             
convertible into any class of the Corporations' capital stock; (iii) no         
dividends or other distributions in respect of any class of the Corporations'   
capital stock may be declared or paid; (iv) no material amendment to any        
employment contract, stock option, or similar employee benefit arrangement may  
be adopted, except (a) normal individual increases in compensation to           
employees in accordance with established employee procedures, (b) the Fourth    
Financial Corporation Acquisition Severance Schedule, and (c) severance         
agreements to be performed by the Company without any obligation of Equity      
Bank or Fourth Financial; (v) Equity Bank and the other Corporations may not,   
except in the ordinary and usual course of business (a) guarantee or assume     
any indebtedness of any other individual, firm or corporation, (b) pay or       
incur any obligation or liability; (vi) except for transactions in the          
ordinary and usual course of its business, Equity Bank shall not (a) mortgage   
or otherwise encumber any of its properties or assets and (b) sell or transfer  
any of its properties or assets or cancel, release or assign any indebtedness   
owed to it or any claims held by it; (vii) the Corporations shall not make any  
investment of a capital nature in excess of $25,000 for any one item or group   
of similar items, other than certain planned leasehold improvements being made  
to Equity Tower and the Branch; (viii) the Corporations may not enter into any  
other agreement not in the usual course of business; and, (ix) the              
Corporations may own only certain investment securities.                        

  Prior to the Closing, the Acquisition Agreement also provides that the
Company shall use its reasonable and best efforts to cause each of the          
Corporations to conduct its respective business in the ordinary and usual       
course consistent with previous practice and to use its reasonable and best     
efforts (i) to maintain its existing business organization intact; (ii) keep    
available to Bank IV the services of the present officers and employees of      
Equity Bank; (iii) to preserve the goodwill of customers with Equity Bank;      
(iv) to maintain its properties; (v) to comply with applicable laws; (vi) to    
maintain existing policies of insurance; (vii) to make no material change in    
the terms and conditions upon which it does business; (viii) to continue its    
current practice of selling loans secured by fixed rate mortgages on a          
service-retained basis; (ix) to duly and timely file all government, state and  
local authorities' reports and returns; and, (x) to pay all material taxes and  
to withhold or collect and pay all taxes and other assessments which it         
believes, in good faith, to be required by law to be so withheld or collected.  

 The Acquisition Agreement further provides that (i) Equity Bank shall
give Fourth Financial and its counsel and accountants access to their           
respective properties, books and records, and Fourth Financial shall treat as   
confidential all confidential information disclosed to it; (ii) the Company     
agrees not to transfer or encumber any shares of Equity Bank stock prior to     
Closing; (iii) the Company shall cause Equity Bank and the Corporations to      
take all such corporate action as may be necessary to (a) obtain all required   
Regulatory Approvals, (b) authorize, execute and perform the Bank Merger        
Agreement; and, (iv) the Corporations shall cooperate in Fourth Financial's     
efforts to obtain certain reports and surveys.                                  

  The Acquisition Agreement provides that Fourth Financial shall (i) use
its best efforts and good faith to obtain all necessary Regulatory Approvals;   
(ii) observe the confidentiality of information obtained from the Company and   
the Corporations; (iii) consult with the Company prior to issuing any planned   
public statement regarding the subject matter of the Acquisition Agreement or   
the termination thereof; (iv) cause Bank IV to be well capitalized upon the     
consummation of the transactions contemplated by the Acquisition Agreement at   
and immediately following the Closing; (vi) provide the Company with such       
information as the Company may request in connection in preparation of          
material for the Company's shareholders' meeting to approve the Acquisition     
Agreement; (vii) following the Closing, permit the Company to examine the       
former records of Equity Bank or the other Corporations in order to defend      
against new legal action with respect to matters occurring prior to Closing.    

 No Sale Negotiations.  Under  the Acquisition Agreement   the Company
has agreed prior to the Closing, not to sell, pledge, encumber, or              
otherwise hypothecate or transfer any shares of Equity Bank.                    

Additional Termination Provisions.  In addition to the termination  
provisions previously described, the Acquisition Agreement provides that it     
may be terminated at any time prior to Closing by (i) mutual consent of the     
parties; (ii) by either party if the Regulatory Approvals have not been         
approved or the conditions to obtaining a Regulatory Approval are reasonably    
deemed onerous by Fourth Financial or the Company; or (iii) on June 30, 1994,   
unless extended by agreement of the parties, if the conditions to the           
obligations of the parties have not occurred on or before June 30, 1994.        

   The Company or Fourth Financial may terminate the Acquisition Agreement
in the event of (i) any uncured material breach of any of the obligations,      
covenants or warranties of the other party, or (ii) any written representation  
furnished by the other party is false or misleading in any material respect at  
the time made in relation to the size and scope of the transactions             
contemplated by the Acquisition Agreement.                                      

   Expenses.  The Acquisition Agreement provides that each party shall pay
all of its costs and expenses incurred in connection with the Acquisition       
Agreement and the transactions contemplated thereby, whether or not the sale    
of Equity Bank is consummated and whether or not the Acquisition Agreement is   
terminated.                                                                     

   THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE SALE OF EQUITY BANK
PURSUANT TO THE ACQUISITION AGREEMENT AND RECOMMENDS THAT THE SHAREHOLDERS      
VOTE FOR THE SALE OF EQUITY BANK.                                               

SELECTED FINANCIAL DATA     

Historical Selected Financial Data.  The selected financial information         
presented below has been derived from, and should be read in conjunction with,  
the Consolidated Financial Statements of the Company incorporated by reference  
in this Proxy Statement.  The historical financial data for the five (5) years  
ended December 31, 1992, is derived from the Company's audited Consolidated     
Financial Statements for such years.  The historical financial data for the     
nine (9) months ended September 30, 1993 and 1992, is derived from unaudited    
consolidated financial statements of the Company for such periods, and, in the  
opinion of management, includes all adjustments (consisting only of normal      
recurring accruals) necessary for a fair presentation of the results for such   
interim periods.  Results for the interim periods are not necessarily           
indicative of the results for the entire year.                                  

                                                        [Enlarge/Download Table]

                    (Amounts in thousands, except per share data)                                        

                                                                         Nine months ended               
                                     Years ended December 31,               September 30,                

                               1988       1989      1990       1991       1992       1992      1993      
Selected statement of                                                                                    
operations data:                                                                                         

                                                                                                         
   Net sales                $ 211,709  $ 212,748  $ 196,577  $ 177,035  $ 198,373  $150,858     $ 177,798
                            =========  =========  =========  =========  =========  ========     =========
   Interest income on                                                                                    
     loans and invest-                                                                                   
     ments                  $   3,557  $  28,746  $  33,856  $  40,548   $  32,205  $  24,604   $  20,911
   FSLIC interest and       =========  =========  =========  =========   =========  =========   =========
     yield maintenance      $       -  $  10,089  $   7,803  $   3,441   $     936  $     712   $       -
                            =========  =========  =========  =========   =========  =========   =======  
   Total revenues           $ 216,309  $ 262,590  $ 248,226  $ 234,191   $ 246,783  $ 188,238   $ 210,567
                            =========  =========  =========  =========   =========  =========   =========
   Interest expense:                                                                                     
     Deposits               $   5,167  $  30,580  $  27,940  $  23,144   $  16,445  $  12,982   $   9,556
     Long-term debt                                                                                      
       and other                8,112     13,996     16,100     16,142      13,194     10,108       7,305
                            ---------  ---------  ---------  ---------   ---------  ---------            
                            $  13,279   $ 44,576  $ 44,040   $  39,286   $  29,639  $  23,090   $  16,861
                            =========   ========  ========   =========    ========  =========            
Provision for loan losses   $     375   $     35  $  5,852   $  1,335    $   1,224  $     882   $   1,037
                            =========  =========  ========   ========    =========  =========            
Income (loss) before                                                                                     
   extraordinary items      $   1,451   $  4,036  $(10,654)  $ (1,147)   $   9,255  $   7,481   $  10,839
                            =========   ========  ========   ========    =========  =========            
Net income (loss)           $   3,251   $  4,036  $ (9,121)  $ (1,147)   $   9,255  $   7,481   $  10,839
                            =========   ========  ========   ========    =========  =========            

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                                                                                     Nine months ended     
                                      Years ended December 31,                            September 30,    
                                      -----------------------                        ------------------    
                                1988        1989     1990        1991         1992      1992      1993     
                                ----        ----     ----        ----         ----      ----      ----     
Net income (loss) applic-                                                                                  
                                                                                                           
   able to common stock     $   1,092    $  1,987  $(11,107)   $ (3,090)   $   7,428  $  6,079    $  9,604 
                            =========    ========  ========    ========    =========  ========    ======== 
Earnings (loss) per                                                                                        
   common share:                                                                                           
   Primary:                                                                                                
     Income (loss) before                                                                                  
       extraordinary items  $   (0.06)   $   0.32   $   (2.30)  $   (0.48)  $     0.94 $    0.79  $    0.74
                            =========    ========   =========   =========   ========== =========  =========
    Net income (loss)       $    0.19    $   0.32   $   (2.02)  $   (0.48)  $     0.94 $    0.79  $    0.74
                            =========    ========   =========   =========   ========== =========  =========
   Fully diluted:                                                                                          
     Income (loss) before                                                                                  
       extraordinary items   $   (0.06)  $   0.31   $   (2.30)  $   (0.48)  $     0.66 $    0.53  $    0.64
                             =========   ========   =========   =========   ========== =========  =========
     Net income (loss)       $    0.19   $   0.31   $   (2.02)  $   (0.48)  $     0.66 $    0.53  $    0.64
Selected Balance Sheet Data: =========   ========   =========   =========   ========== =========  =========
   Total assets              $ 549,007   $ 662,424  $ 649,730   $ 605,513   $  582,248 $ 587,394  $ 581,289
                             =========   =========  =========   =========   ========== =========  =========
   Deposits                  $ 385,003   $ 386,493  $ 364,402   $ 359,228   $  336,053 $ 340,244  $ 332,941

   Long-term debt            $  53,591   $  43,616  $  57,092   $  56,330   $  50,321  $  51,154  $  27,115
                             =========   =========  =========   =========   =========  =========  =========
   Redeemable preferred                                                                                    
     stock                   $     206   $     196  $     186   $     179   $     163  $     168  $     158
                             =========   =========  =========   =========   =========  =========  =========
  Non-redeemable pre-                                                                                      
     ferred stock, common                                                                                  
     stock, and other                                                                                      
     stockholders' equity    $  24,787   $  25,144  $  13,481   $  10,352   $   18,339  $  16,769 $  73,954
Cash dividends declared      =========   =========  =========   =========   ==========  ========= =========
   per common share          $       -   $       -  $       -   $       -   $           $    0.03          
                             =========   =========  =========   =========   ==========  =========  ========

Unaudited Restated Historical Selected Financial Data.  The proposed sale of    
Equity Bank will require the Company to remove the results of operations of     
Equity Bank from continuing operations for financial statement reporting        
purposes.  Accordingly, certain historical data has been restated below         
in accordance with the requirements effective with the consummation of the      
proposed sale of Equity Bank.                                                   

                                                        [Enlarge/Download Table]


                                             (Amounts in thousands, except per share data)              
                                                                                     Nine months ended  
                                        Years ended December 31,                        September 30,   
                          ---------------------------------------------------       --------------------
                          1988       1989       1990        1991         1992       1992         1993   

                                                                                                        
Net sales             $ 211,709   $ 212,748   $ 196,577   $ 177,035   $ 198,373   $ 150,858   $ 177,798 

Operating costs and                                                                                     
   expenses:                                                                                            

     Cost of sales      161,061     159,848     148,352     136,258     146,391     111,899     132,991 

     Selling, general and                                                                               
       administrative    33,291      36,357      36,785      36,240      37,124      27,019      30,123 
                        -------     -------     -------     -------     -------     -------     ------- 
                        194,352     196,205     185,137     172,498     183,515     138,918     163,114 
                        -------     -------     -------     -------     -------     -------     ------- 
Operating income         17,357      16,543      11,440       4,537      14,858      11,941      14,685 

Other deductions                                                                                        
  (income):                                                                                             

   Interest expense       8,035       9,694      11,128      10,776       9,225       6,965       5,778 
   Interest income         (227)     (1,022)       (655)       (492)       (147)       (109)       (180)
   Other expense                                                                                        
     (income), net         (377)     (2,200)     (2,314)     (2,212)     (1,706)     (1,265)        142 
                         ------     -------     -------     -------      -------    -------     ------- 
Income (loss) from con-                                                                                 
   tinuing operations be-                                                                               
   fore provision for in-                                                                               
   come taxes and extra-                                                                                
   ordinary items         9,926      10,071       3,281      (3,535)      7,486       6,350       8,945 

Provision for income                                                                                    
   taxes                  2,940         529         379          47         353         414         720 
                        -------      ------      ------      ------      ------     -------     --------
Income (loss) from con-                                                                                 
   tinuing operations:    6,986       9,542       2,902      (3,582)      7,133       5,936       8,225 

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                                                                                       Nine months ended  
                                                 Years ended December 31,              September 30,      
                                -----------------------------------------------          ---------------- 
                                1988        1989      1990      1991       1992       1992        1993    
                                ----        ----      ----      ----       ----       ----        ----    
                                                                                                          
Discontinued operations:                                                                                  
   Income (loss) from dis-                                                                                
     continued operations,                                                                                
     net of applicable in-                                                                                
     come taxes                (5,535)     (5,506)   (13,556)   2,435       2,122    1,546        2,615   
                               ------       -----     ------    -----       -----    -----       ------   
Income (loss) before                                                                                      
   extraordinary items          1,451       4,036    (10,654)  (1,147)      9,255    7,481       10,839   
Extraordinary items, net                                                                                  
   of tax                       1,800           -      1,533        -           -        -            -   
                                -----       -----     ------    -----       -----    -----       ------   
Net income (loss)           $   3,251   $   4,036  $  (9,121) $ (1,147)   $ 9,255   $7,481    $  10,839   
                                =====       =====     ======     =====      =====    =====       ======   
Net income (loss) applic-                                                                                 
  able to common stock      $   1,092   $   1,987  $ (11,107)  $  (3,090)  $ 7,428   $6,079    $   9,604  
                                =====       =====     ======       =====    ======    =====      =======  
Earnings (loss) per                                                                                       
   common share:                                                                                          
   Primary:                                                                                               
     Income (loss) from                                                                                   
       continuing opera-                                                                                  
       tions before extra-                                                                                
       ordinary items        $    0.71  $    1.07  $    0.17   $   (0.88)  $   0.68  $  0.60   $    0.54  
     Discontinued opera-                                                                                  
       tions                     (0.77)     (0.75)     (2.47)       0.40       0.26     0.19        0.20  
     Extraordinary items          0.25          -       0.28           -          -        -              
                                ------      -----      -----       -----     ------   ------     -------  
     Net income (loss)       $    0.19  $    0.32   $  (2.02)   $   (0.48)  $   0.94  $  0.79  $          
                                ======      =====     ======       ======    =======  =======    =======  
    Fully diluted:                                                                                        
      Income (loss) from                                                                                  
      continuing opera-                                                                                   
      tions before extra-                                                                                 
      ordinary items         $   0.44    $    0.74   $    0.17   $   (0.88) $   0.51  $  0.42    $    0.47
    Discontinued opera-                                                                                   
      tions                     (0.50)       (0.43)      (2.47)       0.40      0.15     0.11         0.17
    Extraordinary items          0.25            -        0.28           -         -        -             
                              -------       ------      ------     -------   -------   -------   -------- 
    Net income (loss)        $   0.19    $    0.31   $   (2.02)   $   (0.48) $   0.66  $  0.53   $        
                              =======       ======      ======      =======  ========   ======   ======== 

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                                                                        Nine months ended 
                              Years ended December 31,                     September 30,  
                        ---------------------------------------------     --------------- 
                        1988        1989      1990      1991     1992     1992       1993 
                        ----        ----      ----      ----     ----     ----       ---- 
                                                                                          
Weighted average com-                                                                     
   mon and dilutive                                                                       
   common equivalent                                                                      
   shares outstanding:                                                                    
     Primary             7,202      7,343     5,495     6,105    8,188     8,027    13,059
     Fully diluted      11,015     12,705     5,495     6,105   14,413    14,360    15,497

Unaudited Pro Forma Selected Financial Data.                                    

The selected balance sheet data at September 30, 1993, and the selected     
income statement data for the year ended December 31, 1992, and the (9) month   
period ended September 30, 1993, has been adjusted to reflect the impact of the 
sale of Equity Bank, all as if such transaction had occurred, for the purpose   
of the balance sheet data, on September 30, 1993, and, for the                  
income statement data, on January 1, 1992.  The data should be read in          
conjunction with the "Unaudited Pro Forma Financial Information" and the        
related notes thereto.                                                          

                                                 UNAUDITED PRO FORMA
                                                 SELECTED BALANCE SHEET DATA
                                                 at September 30, 1993

                               (Amounts in thousands, except per share data)

Total assets                                        $  187,779                  
Long-term debt                                    $   56,747                
Redeemable preferred stock                        $      158                
Non-redeemable preferred stock, common                                      
stock, and other stockholders' equity           $   98,954              

Book value per common share                       $     3.83                

Cash dividends declared per common share          $      .03                

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                                                                [Download Table]
                              UNAUDITED PRO FORMA                    
                       SELECTED INCOME STATEMENT DATA                


                             Year ended          Nine months ended   
                          December 31, 1992      September 30, 1993  
                          -----------------      ------------------  
                     (Amounts in thousands, except per share amounts)

                                                                     
Net sales                            $ 198,373           $ 177,798   
                                     =========           =========   
Income from continuing opera-                                        
  tions                              $   7,799           $   9,168   
                                     =========           =========   
Income from continuing operations                                    
  applicable to common stock         $    5,972          $   7,933   
                                     ==========          =========   
Earnings from continuing operations                                  
  per common share:                                                  
  Primary                            $     0.79          $    0.63   
                                     ==========          =========   
  Fully diluted                      $     0.56          $    0.53   
                                     ==========          =========   

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PRO FORMA FINANCIAL STATEMENTS      

   The following unaudited Pro Forma Balance Sheet as of September 30,
1993, and the Pro Forma Statements of Income for the fiscal year ended          
December 31, 1992, and the nine (9) months ended September 30, 1993, are        
presented to give effect to the sale of Equity Bank.                            

 Historical financial data used to prepare the pro forma financial
statements were derived from the audited financial statements included in the   
Company's Form 10-K for the year ended December 31, 1992, and the unaudited     
financial statements included in the Company's Report on Form 10-Q for the      
nine (9) months ended September 30, 1993, which are incorporated by reference   
into this Proxy Statement.  See "INCORPORATION OF CERTAIN DOCUMENTS BY          
REFERENCE".  These pro forma financial statements should be read in             
conjunction with such historical financial statements.                          

 The pro forma adjustments reflected herein are based on available
information and certain assumptions that the Company's management believes are  
reasonable.  Pro forma adjustments made in the Pro Forma Balance Sheet assume   
that the sale of Equity Bank was consummated on September 30, 1993, and do not  
reflect the impact of Equity Bank's historical operating results or changes in  
other balance sheet amounts subsequent to September 30, 1993.  The pro forma    
adjustments related to the Pro Forma Statements of Operations assume that the   
sale of Equity Bank was consummated on January 1, 1992.                         

 The Pro Forma Balance Sheet and Statements of Income are based on
assumptions and approximations and, therefore, do not reflect in precise        
numerical terms the impact of the transaction on the historical financial       
statements.  In addition, such pro forma financial statements should not be     
used as a basis for forecasting the future operations of the Company.           

                                                        [Enlarge/Download Table]

                                   PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET                 
                                                  September 30, 1993                              
                                                     (Unaudited)                                  

                                                                                             As   
           ASSETS                        Actual            Pro Forma Adjustments         Adjusted 
------------------------------         ----------       ------------------------------   -------- 
                                                           (Note 1)          (Note 2)             

                                                                (Dollars in thousands)            

                                                                                                  
Cash and cash equivalents              $  18,476        $    65,416       $  (77,322)    $   6,570
Investment securities                      7,812                  -          ( 7,812)            -
Trade accounts receivable,                                                                        
  less allowance for doubtful                                                                     
  accounts                                49,000                                            49,000
Loans, less allowance for loan                                                                    
  losses                                 138,340                  -          (138,340)           -
Mortgage-backed securities               202,835                  -          (202,835)           -
Inventories                               44,957                  -                 -       44,957
Supplies and prepaid items                 6,645                  -                 -        6,645
Foreclosed real estate                    19,961                  -            (3,928)      16,033
Net property, plant and equipment         61,165                  -            (7,617)      53,548
Excess of purchase price over net                                                                 
  assets acquired, net of accumu-                                                                 
  lated amortization                      22,539                  -           (17,919)       4,620
Other assets                               9,559                  -            (3,153)       6,406
                                       ---------        -----------        ----------    ---------

                                       $ 581,289        $    65,416        $ (458,926)  $  187,779
                                       =========        ===========        ==========    =========

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                                           PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET                 
                                                          September 30, 1993                              
                                                              (Unaudited)                                 


LIABILITIES, PREFERRED AND COMMON                                                                         
STOCKS AND OTHER STOCKHOLDERS(1)                                                               As         
          EQUITY                                    Actual       Pro Forma Adjustments      Adjusted      
----------------------------------                ---------    ------------------------     --------      

                                                               (Note 1)       (Note 2)                    

                                                                (Dollars in thousands)                    

                                                                                                          
Liabilities:                                                                                              
  Deposits                                        $ 332,941   $       -      $ (332,941)    $      -      
  Notes payable                                   $              65,416         (65,416)           -      
  Accounts and drafts payable                        26,041           -                       26,041      
  Securities sold under agreements to repurchase     38,721                     (38,721)           -      
  Accrued liabilities                                 9,209                      (3,330)       5,879      
  Federal Home Loan Bank advances                    73,150                     (73,150)           -      
  Long-term debt                                     27,115                      29,632       56,747      
                                                    -------      -------        -------      -------      
                                                    507,177       65,416       (483,926)      88,667      
Redeemable, noncumulative, convertible                                                                    
  preferred stock                                       158                                      158      

Non-redeemable preferred stock, common stock,                                                             
  and other stockholders' equity:                                                                         
    Preferred stocks                                 48,000                                   48,000      
    Common Stock                                      1,411                                    1,411      
    Capital in excess of par value                   36,175                                   36,175      
    Retained earnings (deficit)                      (7,885)                     25,000       17,115      
                                                     ------                     -------      -------      
                                                     77,701                      25,000      102,701      

Less treasury stock                                   3,747                                    3,747      
                                                     ------                                  -------      
  Total non-redeemable preferred stock, common                                                            
    stock and other stockholders' equity             73,954                      25,000       98,954      
                                                     ------         ------           --------      -------
                                                 $  581,289     $   65,416   $ (458,926)   $  187,779     
                                                    =======         ======     ========      ========     

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                      NOTES TO PRO FORMA CONDENSED
                      CONSOLIDATED BALANCE SHEET

Note 1:                                                                         

Pro forma adjustment to recognize the cash required by the Company to     
purchase the Retained Corporations from Equity Bank prior to the sale of Equity 
Bank to Bank IV.  The Company has arranged with a lender to borrow the funds    
with which to fund the purchase.  The borrowed funds will be repaid from the    
proceeds of the sale of Equity Bank.  As the carrying value of the Retained     
Assets and Retained Corporations on a consolidated basis                        
will not change as a result of the purchase, no adjustment to such carrying     
value is necessary.                                                             

Note 2:                                                                         

Pro forma adjustment to recognize the sale of Equity Bank as though   
consummated on September 30, 1993.  The adjustment is based on an estimated     
selling price of $92 million resulting in a financial gain of $25 million after 
consideration of costs of the transaction.                                      

 The reductions in the detail balance sheet amounts represent the historical
carrying values of such accounts that will remain assets and liabilities of     
Equity Bank after the sale and after  acquisition by the Company of the         
Retained Assets and Retained Corporations.                                      

 A summary of the   cash activity in connection with the sale of Equity Bank
is as follows:                                                                  

                                                        [Enlarge/Download Table]



                                                         The Company   Equity Bank        Consolidated 
                                                         -----------   -----------        ------------ 
                                                                                                       
Cash balances September 30, 1993                        $    6,570    $   11,906         $    18,476   

Borrowing to finance purchase of Retained Corporations      65,416                            65,416   

Purchase by the Company of the Retained Corporations       (65,416)        65,416                      

Cash received on the sale of Equity Bank                    92,000                            92,000   

Purchase by the Company of the Retained Assets             (20,066)                           (20,066) 

Pay off funds borrowed to purchase Retained                                                            
   Corporations                                            (65,416)                           (65,416) 

Estimated costs of sale                                     (2,550)                             (2,550)

Funds borrowed by the Company to repurchase accounts                                                   
   receivable sold to Equity Bank                           29,632                             29,632  

Repurchase accounts receivable from Equity Bank            (33,600)                           (33,600) 

Eliminate Equity Bank from the consolidated group                              (77,322)       (77,322) 

                                                        ----------          ----------        -------  
         Pro forma cash balance                         $    6,570          $        -        $ 6,570  
                                                        ==========          ==========        ======== 

               PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Notes)
                (Amounts in thousands except per share data)

                                                        [Enlarge/Download Table]
                                                              (Unaudited)                               

                      Year ended December 31, 1992            Nine months ended September 30, 1993      
           -----------------------------------------  --------------------------------------------------
                                 Pro Forma     As                   Pro Forma       As                  
           Actual               Adjustments Adjusted    Actual      Adjustments  Adjusted               
           ------               ----------- --------    ------      -----------  --------               

                                                                                                        
Revenues:                                                                                               
  Net sales            $ 198,373        $             $ 198,373     $ 177,798   $        -     $ 177,798
  Interest income                                                                                       
    on loans and                                                                                        
    investments           32,205         (32,058)           147        20,911      (20,731)(a)       180
  FSLIC interest                                                                                        
    and yield                                                                                           
    maintenance              936            (936)(a)          -             -                          -
  Credit card and                        (13,563)(a)                               (10,233)(a)          
    other                 15,269             314(b)       2,020        11,858          671(b)      2,296
                         -------         -------        -------       -------       ------       -------
    Total revenues       246,783         (46,243)       200,540       210,567      (30,293)      180,274

Costs and expenses:                                                                                     
  Cost of sales          146,391                        146,391       132,991                    132,991
  Selling, general                                                                                      
    and administra-                                                                                     
    tive:                                                                                               
      Financial                                                                                         
        Services          22,282         (22,282)(a)          -        15,838      (15,838)(a)         -
      Nonfinancial                          (352)(a)          -                       (291)(a)          
        Services          37,476             133(b)      37,257        30,414           78(b)     30,201
  Interest:                                                                                             
    Deposits              16,445         (16,445)(a)          -         9,556        (9,556)(a)        -
    Long-term debt                        (3,969)(a)                                 (1,527)(a)         
      and other           13,194            (694)(b)      8,531         7,305          (506)(b)    5,272
  Provision for                                                                                         
    loan losses            1,224          (1,224)(a)          -         1,037        (1,037)(a)        -
  Settlement of                                                                                         
    dispute                                                             1,767                      1,767
                         -------          ------        -------       -------        ------      -------
                         237,012         (44,833)       192,179       198,908       (28,677)     170,231
Income from con-         -------          ------        -------       -------        ------      -------
  tinuing opera-                                                                                        
  tions before pro-                                                                                     
  vision for income                                                                                     
     taxes                 9,771          (1,410)         8,361        11,659        (1,616)      10,043


                                                        [Enlarge/Download Table]

                      Year ended December 31, 1992                        Nine months ended September 30, 1993
                                           Pro Forma         As                        Pro Forma        As    
           Actual                         Adjustments     Adjusted    Actual           Adjustments   Adjusted 
                                                                                                              
Provision for in-                           (163)(a)                                     (100)(a)             
  come taxes                516              209(b)          562        820               155(b)       875    
                        -------          -------        --------    -------            ------      -------    
Income from con-                                                                                              
  tinuing oper-                                                                                               
  tions                $  9,255         $ (1,456)      $   7,799  $  10,839         $  (1,671)   $   9,168    
                        =======          =======         =======    =======            ======      =======    
Income from contin-                                                                                           
  uing operations                                                                                             
  applicable to                                                                                               
  common stock                                          $   5,972                                $   7,933    
                                                          =======                                  =======    
Earnings from con-                                                                                            
  tinuing operations                                                                                          
  per common share:                                                                                           
    Primary                                             $    0.79                                $    0.63    
                                                         ========                                  =======    
    Fully diluted                                       $    0.56                                $    0.53    
                                                         ========                                  =======    

  NOTES TO PRO FORMA
  CONDENSED CONSOLIDATED
  STATEMENTS OF INCOME

Note   (a)                                                                      
---------                                                                       
    Reclassification of revenues and expenses of Equity Bank as a discontinued
operation of the Company for the periods presented.  Such amounts are           
reconciled to previously reported segment data as follows:                      

                                                                [Download Table]

                                          Year ended        Nine months ended     
                                        December 31, 1992       September 30, 1993
                                        -----------------   ----------------------
                                               (Amounts in thousands)             

                                                                                  
Operating profit -                                                                
  Financial Services, as reported             $ 2,989            $ 3,238          

Allocation of general corporate expenses         (750)              (563)         

Allocation of income taxes                       (163)           (100)            

Losses on Retained Assets                          46                 39          
                                              -------            -------          
Income from discontinued operations           $ 2,122            $ 2,614          
                                              =======            =======          

Note   (b):                                                                     
----------                                                                      
Pro Forma Adjustments to reflect the estimated effect on earnings of  
acquiring the Retained Assets is considered.  These include reduced             
interest expense on financing of the Company's accounts receivable with a       
new lender and the earnings on real estate assets acquired as Retained Assets.  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL      
OWNERS AND MANAGEMENT     

Security Ownership of Certain Beneficial Owners.  The following table shows     
the total number and percentage of the outstanding shares of the Company's      
voting common stock and voting preferred stock beneficially owned as of the     
Record Date, with respect to each person (including any "group" as used in      
Section 13(d)(3) of the Securities Act of 1934, as amended) that the Company    
knows to have beneficial ownership of more than five percent (5%) of the        
Company's voting common stock and voting preferred stock.  A person is deemed   
to be the beneficial owner of voting shares of Common Stock of the Company      
which he or she could acquire within sixty (60) days of the Record Date, such   
as upon the exercise of options.                                                

Because of the requirements of the Securities and Exchange Commission as    
to the method of determining the amount of shares an individual or entity may   
beneficially own, the amounts shown below for an individual or entity may       
include shares also considered beneficially owned by others.                    

                                Amounts of
   Name and Address              Title               Shares              Percent
         of                       of             Beneficially               of
  Beneficial Owner              Class               Owned                Class
   ----------------              -----        -----------------           ------
Jack E. Golsen and members       Common       4,058,771(3)(5)(6)           27.9%
of his family                  Preferred                                        
______________________________                                                  

(1)      The Company based the information with respect to beneficial           
      ownership on information furnished by the above-named individuals or
        entities or contained in filings made with the Securities and Exchange
Commission or the Company's records.                          

(2)      Includes Jack E. Golsen and the following members of his family:  wife,
       Sylvia H. Golsen; son, Barry H. Golsen (a director of the Company and
   President of several subsidiaries of the Company); son, Steven J.
        Golsen (Executive officer of several subsidiaries of the Company), and
daughter, Linda F. Rappaport.  The address of Jack E. Golsen, 
  Sylvia H. Golsen and Linda F. Rappaport is 16 South Pennsylvania
     Avenue, Oklahoma City, Oklahoma 73107; Barry H. Golsen's address is
5000 S.W.Seventh Street, Oklahoma City, Oklahoma 73125 and    
Steven J. Golsen's address is 518 North Indiana Avenue,       
Oklahoma City, Oklahoma 73107.                                

(3)      Includes (a) the following shares that Jack E. Golsen ("J. Golsen") has
       the sole voting and investment power:  (i) 89,028 shares that he owns
 of record, (ii) 165,000 shares that he has the right to acquire
        under a non-qualified stock option, (iii) 4,000 shares that he has the
     right to acquire upon conversion of a promissory note, (iv) 133,333
shares that he has the right to acquire upon the conversion of
   4,000 shares of the Company's Series B 12% Cumulative Convertible
        Preferred Stock (the "Series B Preferred") owned of record by him, and
(v) 10,000 shares that he has the right to acquire within the 
next sixty (60) days under the Company's stock option plans;  
        (b) 1,315,310 shares owned of record by Sylvia H. Golsen, in which she
and her husband, J. Golsen, share voting and investment power;
    (c) 264,526 shares that Barry H. Golsen ("B. Golsen") has the sole
       voting and investment power, 533 shares that he shares the voting and
investment power with his wife that are owned of record by his
     wife, and 14,000 shares that he has the right to acquire within the
next sixty (60) days under the Company's stock option plans;  
     (d) 225,897 shares that Steven J. Golsen ("S. Golsen") has the sole
     voting and investment power and 14,000 shares that he has the right
to acquire within the next sixty (60) days under              
the Company's stock option plans; (e) 145,460                 
      shares held in trust for the grand-children of Jack E. and Sylvia H.
Golsen of which B. Golsen, S. Golsen and Linda F. Rappaport   
  jointly or individually are trustees; (f) 82,552 shares owned of
 Record by Linda F. Rappaport, which Mrs. Rappaport has the sole
        voting and investment power; and, (g) 1,061,799 shares owned of record
         by Golsen Petroleum Corporation ("GPC") and 533,333 shares that GPC has
   the right to acquire upon conversion of 16,000 shares of Series B
Preferred owned of record by GPC.  GPC is wholly owned        
   by J. Golsen, Sylvia H. Golsen, B. Golsen, S. Golsen and Linda F.
     Rappaport, with each owning twenty percent (20%) of the outstanding
   stock of GPC, and, as a result, GPC, J. Golsen, Sylvia H. Golsen,
B. Golsen, S. Golsen and Linda F. Rappaport share the voting  
and investment power of the  shares beneficially owned by GPC.
GPC's address is 16 South Pennsylvania Avenue, Oklahoma       
City, Oklahoma 73107.                                         

(4)      Includes: (a) 4,000 shares of Series B Preferred owned of record by    
       J. Golsen, which he has the sole voting and investment power; and (b)
16,000 shares of Series B Preferred owned of record by GPC,   
     in which GPC, J. Golsen, Sylvia H. Golsen, B. Golsen, S. Golsen and
Linda F. Rappaport share the voting and investment power.     

(5)      Does not include 144,260 shares of Common Stock that Linda F.          
       Rappaport's husband owns of record and 14,000 shares which he has the
right to acquire within the next sixty (60) days under the    
Company's stock option plans, all of which Linda F. Rappaport 
disclaims beneficial ownership.                               

(6)      J. Golsen disclaims beneficial ownership of the shares that B.         
        Golsen, S. Golsen and Linda F. Rappaport each have the sole voting and
   investment power over as noted in footnote (3) above.  B. Golsen,
   S. Golsen and Linda F. Rappaport disclaim beneficial ownership of
    the shares that J. Golsen has the sole voting and investment power
 over as noted in footnote (3) and the shares owned of record by
       Sylvia H. Golsen.  Sylvia H. Golsen disclaims beneficial ownership of
the shares that J. Golsen has the sole voting and investment  
power over as noted in footnote (3) above.                    

ecurity Ownership of Management.  The following table sets forth information    
obtained from the directors of the Company and the directors and executive      
officers of the Company as a group as to their beneficial ownership             
of the Company's voting common stock and voting preferred stock as of the Record
Date.                                                                           

Because of the requirements of the Securities and Exchange Commission as to 
the method of determining the amount of shares an individual or entity may      
own beneficially, the amount shown below for an individual may include          
shares also considered beneficially owned by others.  A person is deemed to be  
the beneficial owner of voting shares of Common Stock of the Company which      
he or she could acquire within sixty (60) days of the Record Date,              
Such as upon the exercise of an option.  In calculating the percentage          
of any class of stock which such person does not own but which he or she        
has the right to acquire within sixty (60) days from the Record Date is deemed  
to be outstanding for the purpose of computing the percentage of outstanding    
stock of the class owned by such person but is not deemed to be outstanding     
for the purpose of computing the percentage of the class owned by any other     
person.                                                                         

                                                                [Download Table]

                                               Amounts of                    
      Name                   Title               Shares              Percent 
       of                      of              Beneficially              of  
Beneficial Owner             Class               Owned(1)              Class 
----------------             -----            ---------------         -------
                                                                             
Raymond B. Ackerman          Common               140(2)                *    

Robert C. Brown, M.D.        Common           253,329(3)              1.8%   

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                                               Amounts of                   
      Name                   Title               Shares              Percent
       of                      of              Beneficially              of 
Beneficial Owner             Class               Owned(1)              Class
----------------           --------           -------------           ------
                                                                            
Barry H. Golsen              Common           1,946,921(4)            14.2% 
                           Preferred             16,000(4)            74.0% 

Jack E. Golsen               Common            3,311,803(5)           23.9% 
                           Preferred              20,000(5)           92.5% 
David R. Goss                Common              266,477(6)            1.9% 

Bernard G. Ille              Common              125,000(7)              *  

Jerome D. Shaffer, M.D.      Common              135,374(8)            1.0% 

Tony M. Shelby               Common              262,882(9)            1.9% 

C. L. Thurman                Common              66,833(10)               * 

Directors and Executive      Common           5,095,085(11)           36.9% 
Officers as a group (12     Preferred            20,000(11)           92.5% 
persons)                                                                    

______________________________                                                  

*  Less than 1%.                                                                

(1)      The Company based the information with respect to beneficial ownership 
    on information furnished by each director or officer, contained in
filings made with the Securities and Exchange Commission, or  
contained in the Company records.                             

(2)      Mr. Ackerman has sole voting and investment power of these shares,     
    which shares are held in a trust in which Mr. Ackerman is both the
settlor and the trustee and in which he has both the vested   
interest in the corpus and income.                            

(3)      The amount shown includes 65,000 shares of common stock that Dr. Brown 
  may acquire pursuant to currently exercisable nonqualified stock
options granted to him by the Company.  Dr. Brown has sole    
voting and investment power over 30,000 shares and shares the 
       voting and investment power of the balance of the shares.  The shares
  with respect to which Dr. Brown shares the voting and investment
  power consist of 87,516 shares owned by Dr. Brown's wife, 50,727
         shares owned by Robert C. Brown, M.D., Inc., a corporation wholly-owned
        by Dr. Brown, and 20,086 shares held by the Robert C. Brown M.D., Inc.
         Employee Profit Sharing Plan, of which Dr. Brown serves as the trustee.
       The amount shown does not include 56,090 shares directly owned by the
    children of Dr. Brown, all of which Dr. Brown disclaims beneficial
ownership.                                                    

(4)      See footnotes (3), (4) and (6) of the table under "Security Ownership  
 of Certain Beneficial Owners and Management" of this Item for a
 description of the amount and nature of the shares beneficially
   owned by B. Golsen, including the 14,000 shares B. Golsen has the
right to acquire within sixty (60) days.                      

(5)      See footnotes (3), (4) and (6) of the table under "Security Ownership  
of Certain Beneficial Owners and Management of this Item for a
 description of the amount and nature of the shares beneficially
owned by J. Golsen, including the 10,000 shares J. Golsen has 
the right to acquire within sixty (60) days.                  

(6)      The amount shown includes 5,000 shares that he has the right to acquire
within sixty (60) days pursuant to options granted under the  
Company's ISOs, all of which Mr. Goss has the sole voting     
    and investment power.  Mr. Goss shares voting and investment power
    over 2,429 shares owned by Mr. Goss's wife, individually and/or as
custodian for Mr. Goss's children and has sole voting and     
investment power over the balance of the shares.              

(7)      The amount includes 65,000 shares that Mr. Ille may purchase pursuant  
   to currently exercisable nonqualified stock options, all of which
Mr. Ille has the sole voting and investment power.  Mr. Ille  
shares voting and investment power over 60,000 shares owned by
Mr. Ille's wife.                                              

(8)      Dr. Shaffer has the sole voting and investment power over these shares,
        which includes 65,000 shares that Dr. Shaffer may purchase pursuant to
currently exercisable non-qualified stock options.            

(9)      Mr. Shelby has the sole voting and investment power over these shares, 
    which include 5,000 shares that he has the right acquire to within
       sixty (60) days pursuant to options granted under the Company's ISOs.

(10)     Mr. Thurman has the sole voting and investment power over these shares.

(11)     The amount shown includes 489,380 shares of common stock that officers 
    and directors, or entities controlled by officers and directors of
the Company, have the right to acquire within sixty (60) days.

MARKET FOR THE COMPANY'S COMMON EQUITY      
AND RELATED SHAREHOLDER MATTERS     

Market Information.  The Company's common stock trades on the American Stock    
Exchange ("AMEX").  The following table shows for the periods indicated, the    
high and low closing sales prices for the common stock.                         

Fiscal Year Ended                                     
December 31,                                  
------------------                                    
Quarter                     1992                                            
-------                     ----                                            
High            Low                 
----            ---                 
First               2-7/8          1-1/4                                    

Second              4-7/8          2-3/8                                    

Third               6-1/2          3-3/4                                    

Fourth              7-3/4          4-3/4                                    

Fiscal Year Ended             
December 31,            
-----------------           
Quarter                       1993                                          

High        Low             

First                   11-1/8      6-3/4                                   

Second                  12          9                                       

Third                   12-3/8     10                                       

Fourth                  11-3/8      8-1/8                                   

1994          
----          
First                   10          8-3/8                                   
(through                                                                    
March 10, 1994)                                                             

     On November 30, 1993, the last full trading day preceding the initial
public announcement by the Company of the agreement in principle to sell        
Equity Bank, the closing price of the Company's Common Stock on the AMEX was    
$9.875.  On January ___, 1994, the last full trading day preceding the          
announcement by the Company of the execution of the Acquisition Agreement, the  
closing price of the Company's Common Stock on the AMEX was $9.625.             

Shareholders of and Dividends on Company's Common Stock.  As of the Record      
Date, the Company had _____________ record holders of its Common Stock.         

The sale of Equity Bank to Fourth Financial would not have any effect on    
the amount and percentage of present holdings of the Company's Common Stock     
owned beneficially by (i) any person (including any group as that term is used  
in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to     
the Company to be the beneficial owner of more than 5% of any class of the      
Company's Common Stock, and (ii) each director and all directors and officers   
as a group, and the Company's present commitments to such persons with respect  
to the issuance of shares of any class of its Common Stock.                     

Holders of the Company's Common Stock are entitled to receive dividends     
only when, as, and if declared by the Board of Directors.  No dividends may be  
paid on the Company's Common Stock until all required dividends are paid on     
the outstanding shares of the Company's preferred stock, or declared and        
amounts set apart for the current period, and, if cumulative, prior periods.    
The Company has issued and outstanding as of the Record Date 920,000 shares of  
a series of $3.25 Convertible Exchangeable Class C Preferred Stock, Series 2,   
no par value, 1,632.5 shares of a series of Convertible Preferred and 20,000    
shares of Series B Preferred.  The Company did not pay cash dividends on its    
Common Stock for many years.  During the first part of 1993, the Company's      
Board of Directors approved the adoption of a policy as to the payment of cash  
dividends on its outstanding Common Stock pursuant to which an annual cash      
dividend of $.06 per share will be declared by the Board of Directors and paid  
on the Company's outstanding shares of Common Stock, payable at $.03 per share  
semiannually, subject to change or termination by the Board of Directors at     
any time.  The Company paid a cash dividend of $.03 a share on its outstanding  
Common Stock on July 1, 1993, and January 1, 1994; however, there are no        
assurances that this policy will not be terminated or changed by the Board of   
Directors.                                                                      

ADJOURNMENT OF THE MEETING      

       The proxies solicited by this Proxy Statement request authority to vote
for an adjournment of the Special Meeting.  Approval of the adjournment will    
authorize the Company to seek an adjournment of the Special Meeting for not     
more than   fifteen (15) days to enable the Company to solicit additional       
votes in favor of the approval of the Acquisition Agreement and the sale of     
Equity Bank pursuant to the terms of the Acquisition Agreement.  If the         
Company wishes to seek an adjournment, it will request a motion that the        
Special Meeting be adjourned and, if that motion is approved, no vote will be   
taken on the sale of Equity Bank at the Special Meeting as originally           
scheduled.                                                                      

Any adjournment will permit the Company to solicit additional proxies       
and will permit more extensive consideration and expression by the              
shareholders of their views on the sale of Equity Bank.  Such an adjournment    
would be disadvantageous to shareholders who oppose the sale of Equity Bank     
because such an adjournment would give the Company additional time to solicit   
votes and to increase the likelihood of shareholder approval of the             
Acquisition Agreement and the sale of Equity Bank pursuant to the Acquisition   
Agreement.                                                                      

Because the Board of Directors of the Company recommends the approval of    
the Acquisition Agreement and the sale of Equity Bank pursuant to the           
Acquisition Agreement, the Board of Directors unanimously recommends that       
holders of record of Common Stock, Convertible Preferred, and Series B          
Preferred vote to approve the proposal to adjourn the Special Meeting, if       
required.  Approval by the affirmative vote of the holders of a majority of     
the voting stock of the Company present in person or represented by proxy at    
the Special Meeting will be necessary to approve the adjournment proposal.      

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE          
ADJOURNMENT PROPOSAL AND RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR    
ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES, IF            
NECESSARY.                                                                      

SHAREHOLDER PROPOSAL      

In order for the Company to include a shareholder proposal in the proxy     
materials for the Company's 1994 Annual Meeting of Shareholders, a shareholder  
must deliver the proposal, in writing, to the Secretary of the Company no       
later than April 15, 1994.                                                      

INDEPENDENT ACCOUNTANTS     

For many years, Ernst & Young (and its predecessor, Arthur Young &          
Company), independent public accountants, have audited the Company's financial  
statements.  It is expected that representatives of Ernst & Young will attend   
the Special Meeting where they will have an opportunity to address the Special  
Meeting, if they so desire, and to respond to appropriate shareholder           
questions.                                                                      

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE     

EXCEPT AS NOTED BELOW, THIS PROXY STATEMENT INCORPORATES BY REFERENCE       
DOCUMENTS WHICH ARE NOT DELIVERED HEREWITH.  SUCH DOCUMENTS RELATING TO THE     
COMPANY WILL BE PROVIDED WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO THE    
COMPANY, BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE (1)       
BUSINESS DAY OF RECEIPT OF SUCH REQUEST.  IF MAKING SUCH A REQUEST, PLEASE      
DIRECT IT TO: LSB INDUSTRIES, INC., 16 SOUTH PENNSYLVANIA, POST OFFICE BOX      
754, OKLAHOMA CITY, OKLAHOMA 73101; ATTENTION: DAVID M. SHEAR, VICE PRESIDENT   
AND SECRETARY (405-235-4546).                                                   

The following documents previously filed by the Company with the SEC        
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are        
hereby incorporated by reference into this Proxy Statement:                     

1.    The Company's Annual Report on Form 10-K for the year                 
ended December 31, 1992, including Amendment No. 1 filed        
on Form 8 on April 30, 1993, and Amendment No. 2 filed on       
Form 10K/A on May 13, 1993;                                     

2.    The Company's Quarterly Report on Form 10-Q for the                   
quarter ended March 31, 1993;                                   

3.    The Company's Quarterly Report on Form 10-Q for the                   
quarter ended June 30, 1993;                                    

4.    The Company's Quarterly Report on Form 10-Q for the                   
quarter ended September 30, 1993;                               

5.    The Company's Current Report on Form 8-K, dated December              
3, 1993  ; and,                                                 

6.    The Company's Current Report on Form 8-K, dated February              
22, 1994.                                                       

All documents subsequently filed by the Company pursuant to Sections        
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the date of the Special  
Meeting shall be deemed to be incorporated by reference into this Proxy         
Statement.                                                                      

Any statement contained in a document incorporated or deemed to be          
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Proxy Statement to the extent that a statement contained   
herein or in any other subsequently filed document which also is or is deemed   
to be incorporated by reference herein modifies or supersedes such statement.   
Any such statement so modified or superseded shall not be deemed, except as so  
modified or superseded, to constitute a part of this Proxy Statement.           

OTHER MATTERS     

As of the date of this Proxy Statement, neither the Board of Directors      
nor management knows of any other matters which will be presented for           
consideration at the Special Meeting.  However, if any other business should    
properly come before the Special Meeting, the persons named in the enclosed     
proxy (or their substitutes) will have discretionary authority to take such     
other action as shall be in accordance with their best judgment.                

March 22, 1994.                                                             

       By order of the Board of Directors,

David M. Shear              
   Vice President, General Counsel
and Secretary               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
		10/31/98		4
		12/31/94		4					10-K,  NT 10-K
		9/1/94		4
		6/30/94		2		4			10-Q,  NT 10-Q
		5/2/94		1		4
		4/15/94		12					10-K
		3/31/94		4					10-Q
		3/22/94		1		12
		3/18/94		3		4
Filed on:		3/16/94
		3/11/94		4
		3/10/94		12
		2/28/94		2		4
		2/22/94		12
		2/10/94		4
		2/9/94		1		4			8-K
		2/8/94		4
		2/1/94		4
		1/20/94		4
		1/1/94		12
		12/31/93		4					10-K,  10-K/A,  NT 10-K
		12/3/93		12
		12/1/93		4
		11/30/93		4		12
		11/29/93		4
		11/11/93		4
		10/31/93		4
		9/30/93		4		12
		9/28/93		4
		8/31/93		4
		7/1/93		12
		6/30/93		12
		6/11/93		4
		5/13/93		12
		4/30/93		12
		3/31/93		4		12
		3/1/93		4
		12/31/92		4		12
		11/30/92		4
		11/12/92		4
		9/30/92		4
		7/6/92		4
		1/1/92		4		9
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