Meeting Date: 3/14/00		Market: NYSE
State: NY		SIC No.: 4813

At an upcoming special meeting, AT&T shareholders will be asked to approve an amendment which would create AT&T Wireless Group tracking shares. The tracking shares, a separate class of AT&T common shares, are designed to reflect the economic performance of the wireless services businesses, apart from the other AT&T businesses. Holders of the tracking shares would be shareholders of AT&T and not of the Wireless Group.

The capital raised from the tracking shares will help the Wireless Group expand its technological, marketing and research and development capabilities. The creation of the shares will not result in a distribution or spin-off of any assets or liabilities of AT&T or its subsidiaries. The Wireless Group tracking shares will be tied to all of AT&T's current wireless operations, including all mobile and fixed wireless licenses, all wireless networks, operations, cell sites, retail operations, wireless customer care facilities and customer location assets, and interests in partnerships and affiliates providing wireless mobile communications in the U. S. and internationally.

Meeting Date: ---		Market: NYSE
State: DE		SIC No.: 2800

At an upcoming special meeting, Monsanto shareholders will vote on a merger with Pharmacia & Upjohn, Inc. In this merger of equals, Pharmacia & Upjohn will become a wholly-owned subsidiary of Monsanto, which will then change its name to Pharmacia Corp. Shareholders of Monsanto will receive shares in the merged company, as well as cash in lieu of fractional shares.

Monsanto's board of directors believes that the merger will build upon the complementary sales infrastructures and product portfolios of the merging companies. As a merger of equals, the combination will result in equal representation of Monsanto and Pharmacia & Upjohn interests in the corporate governance of the new company. Pharmacia Corp. will have a world-class research and development capability, taking advantage of reinvested savings which result from synergies relating to cost avoidance and duplicative research. At a later date, the merged companies expect to spin-off Monsanto's current agribusiness component into a separate entity under the Monsanto name, a minority share of which would be sold in an IPO.

Meeting Date: ---		Market: ---
State: VA		SIC No.: 6798

At an upcoming special meeting, shareholders of ILM Senior Living, Inc. will vote on a proposed merger with a subsidiary of Capital Senior Living Corp. If the merger is approved, ILM shareholders will receive cash for their shares and will not receive any equity interest in the merged company.

Given the trend of consolidation in the senior living industry and the unlikelihood that ILM would have the financial or structural capacity to be an acquiror, the board feels that the proposed transaction will maximize the potential return on ILM shares. The board believes that the acquisition by Capital will not materially disrupt the services at current ILM care facilities, and the single-step, all-cash merger transaction will best facilitate the corporate change. In making the decision to recommend this merger, the board considered ILM's strengths and weaknesses as an independent public company, including ILM's REIT status, which prevents ILM from directly operating an assisted living business and limits its ability to expand operations on a relatively debt-free basis because of its statutory obligation to distribute 95% of its annual income to its shareholders.

Meeting Date: ---		Market: Nasdaq
State: CO		SIC No.: 3390

The shareholders of Dynamic Materials Corp. ("DMC") will vote at a special meeting on the sale of a controlling block of shares to SNPE, Inc. SNPE currently owns 14.30% of DMC's outstanding shares and, through the acquisition, would control approximately 50.80%. The sale of shares will raise $7 million in cash for DMC, which the company will use to repay debt, to finance working capital requirements and to make selective capital investments in its businesses.

DMC and SNPE are currently competitors in the manufacture of explosion bonded clad metal products for the petrochemical and chemical processing industries. The board of directors believes that the synergies between the companies will increase shareholder value. The board also believes that the transaction with SNPE is necessary to provide needed cash-flow to DMC, as the board does not believe that alternative financing would be a viable option.

Meeting Date: 3/6/00		Market: AMEX
State: NY		SIC No.: ---

At its special meeting on March 2, C.H. Heist Corp. will ask its shareholders to approve the sale of substantially all of the company's assets related to its U.S. industrial maintenance business and all outstanding shares of its wholly-owned subsidiary, C. H. Heist, Ltd., which operates the company's industrial maintenance business in Canada. Shareholders will also be asked to approve the reincorporation of the company from New York to Delaware. The company cites limited resources and the highly competitive nature of its businesses as the reason for the sale. The company does not believe that it has the financial or human resources to implement the expansion necessary to compete with larger companies. It also points to similar challenges in its staffing services business.

The company has instead decided to sell the industrial maintenance business and focus on its staffing services business where it believes that it will be more successful in achieving growth and maintaining profitability. If approved, the company will sell its industrial maintenance business to Onyx Industrial Services for $20 million and the assumption of approximately $2.6 million in liabilities. The assets to be sold include the company's real and personal property, inventory, equipment, the name of C.H. Heist, customer service contracts, and the stock of C.H. Heist, among other things.

Meeting Date: ---		Market: OTC
State: DE		SIC No.: 5063

In its information statement, First Medical Group, Inc. notified shareholders of the sale of its wholly-owned subsidiary, American Medical Centers Managment Co., Ltd., a British Virgin Islands company. First Medical's board of directors has determined that the sale is in shareholders’ best interests because the company is unable to secure a loan to sustain its Moscow construction project, resulting in severe cash flow difficulties.

The board notes that the company, which derives most of its business from its Russian and Ukraine operations, has been unable to secure financing from lending institutions because of unfavorable economic conditions in those regions. Thus, the company has had to cancel its plans to build facilities in Moscow and Warsaw. To date, the company remains unable to obtain the financing needed to support its remaining construction projects, and has expended its own capital to the extent that it no longer has sufficient cash to sustain or continue operations.

Meeting Date: 4/11/00		Market: AMEX
State: MD		SIC No.: ---

Thermo Opportunity Fund, Inc. shareholders will be asked to approve the liquidation of the fund at its annual meeting on April 11. The fund, a closed-end management investment company, invests primarily in securities issued by direct and indirect subsidiaries of Thermo Electron Corp. ("the company"). The fund may also invest in the securities of companies that are not affiliated with the company if those companies engage in the same or related industries as Thermo Electron.

In 1998 the company announced its plan to restructure its operations and to make a large number of its publicly-held subsidiaries private. Since that time, the fund has had increasingly limited investment opportunities as the company continues to reduce the number of its publicly-held subsidiaries. The fund's investment adviser informed the board of directors that by mid-2000 the fund would be unable to implement its investment strategy and achieve its investment objective. The board was also informed of the unsuccessful efforts to find a suitable merger partner.