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To: Joseph Stumpf who wrote (3184)	5/15/1998 11:03:00 AM
From: Dennis R. Duke	Read Replies (1) \| Respond to of 5058

It appears that we have 2 13G watch dogs at of 12/30/97. A 13G shareholder is one with 5% or more of the securities of a company. According to the Proxy statement filed with the SEC on January 22, 1998 the following are 13G owners: J&W Seligman & Co., 4.6 million shares and 9.5% of O/S shares Pioneering Management Corp., 4.0 million shares and 9.2% of O/S shares I call them watch dogs, because at that level they have the companies attention and clearly will be watching them closely. I will look for 13G filings subsequent to 1/22/98 to see if there has been activity from them. Part II will be the share ownership chart from the proxy statement. Dennis

To: Joseph Stumpf who wrote (3184)	5/15/1998 11:09:00 AM
From: Dennis R. Duke	Read Replies (2) \| Respond to of 5058

From the Proxy statement filed with the SEC on January 22, 1998: SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the beneficial ownership of the Company's Common Stock as of December 30, 1997 by each director(including the Company's Chief Executive Officer), by the five other most highly compensated executive officers of the Company (one of whom was not serving as an executive officer at the end of the fiscal year) whose compensation exceeded $100,000 for fiscal 1997 (such officers, together with the Chief Executive Officer, are collectively referred to as the "Named Executive Officers"), and by all current directors and executive officers as a group: <TABLE> <CAPTION> NUMBER OF PERCENT OF NAME SHARES TOTAL ------------------------------------------------------- --------- ---------- <S> <C> <C> Cyril J. Yansouni(l)................................... 969,022 2.0% Fred Schwettmann(2).................................... 131,391 * John G. Linvill(3)..................................... 28,500 * William J. Almon(4).................................... 11,500 * Michael L. Hackworth(5)................................ 4,500 * Matthew J. O'Rourke(6)................................. 2,700 * Alan S. Lowe(7)........................................ 133,196 * Michael A. Klyszeiko(8)................................ 126,422 * Peter G. Bischoff(9)................................... 200,746 * Ralph Patterson(10).................................... 34,559 * All directors and executive officers and as a group (13 persons)(11)..................................... 1,900,953 3.9% </TABLE> - --------------- * Less than 1% (1) Includes 732,318 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (2) Includes 126,502 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (3) Includes 25,500 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (4) Includes 10,500 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (5) Represents shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (6) Includes 1,500 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (7) Includes 110,051 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (8) Includes 125,951 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (9) Includes 196,888 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. (10) Includes 32,500 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. 4 <PAGE> 7 (11) Includes 1,620,314 shares issuable upon the exercise of stock options to purchase shares of Common Stock which are exercisable within 60 days of December 30, 1997. ------------------------ My conclusion is that our watch dogs are more significant than management in their ownership and there actions. IMHO, Dennis