PART TWO - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security
            Holders

        (a) The annual meeting of shareholders was held at
            3:00 P.M. (CST) on March 28, 1995, with the
            following actions taken:

        (b) The following three individuals were re-elected as
            directors of the Company for three year terms:
            Donald A. Rausch, Richard W. Shymanski and Norman
            P. Wagner.

            The adoption of an Agreement and Plan of Exchange
            for corporate reorganization and formation of
            holding company was approved.

            The appointment of Arthur Andersen LLP as
            independent auditors of the Company for 1995 was
            ratified.

        (c) The following table shows the voting results as to
            each matter considered by the shareholders:


             ITEM 1: VOTE FOR ELECTION OF DIRECTORS
                  Total Votes Cast: 13,946,606

     NOMINEE               VOTES FOR         VOTES WITHHELD
     Donald A. Rausch         13,781,943          164,663
     Richard W. Shymanski     13,802,607          143,999
     Norman P. Wagner         13,770,754          175,852


   ITEM 2: APPROVE CORPORATE REORGANIZATION AND FORMATION OF A
HOLDING COMPANY
                  Total Votes Cast: 12,823,893

     FOR                 AGAINST                  ABSTAIN
     12,405,632          156,553                  261,708


         ITEM 3: RATIFICATION OF APPOINTMENT OF AUDITORS
                  Total votes Cast: 13,945,395

       FOR                    AGAINST               ABSTAIN
       13,763,118             35,664                146,613

Item 5.   Other Information

     NONE

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:

       Ex-18  Preferability letter from the Company's
               independent  auditors regarding the Company's
               change in accounting method from the billed
               method of accounting for revenues to the
               unbilled method.

     (b)  Reports on Form 8-K

       NONE