GREAT AMERICAN MANAGEMENT & INVESTMENT INC, SC 14D1, 1996-03-29

GREAT AMERICAN MANAGEMENT & INVESTMENT INC
SC 14D1, 1996-03-29
FABRICATED STRUCTURAL METAL PRODUCTS

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<PAGE> 1

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D*
(AMENDMENT NO. 42)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(NAME OF SUBJECT COMPANY)
GAMI MERGER CO.
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
389893207
(CUSIP NUMBER OF CLASS OF SECURITIES)

SHELI Z. ROSENBERG
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(312) 454-0100

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
WITH COPIES TO:

JAMES J. JUNEWICZ, ESQ. DONALD J. LIEBENTRITT, ESQ.
MAYER, BROWN & PLATT ROSENBERG & LIEBENTRITT, P.C.
190 SOUTH LASALLE STREET TWO NORTH RIVERSIDE PLAZA, SUITE 1515
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60606
(312) 782-0600 (312) 466-3456

CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
==================================================================================================================================
TRANSACTION AMOUNT OF
VALUATION(1) FILING FEE
---------- ----------
<S> <C>
$55,575,350 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,115
==================================================================================================================================
</TABLE>

(1) FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS AMOUNT ASSUMES
THE PURCHASE OF 1,111,507 SHARES OF COMMON STOCK AT $50.00 IN CASH PER
SHARE. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH
REGULATION 240.0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, EQUALS
1/50TH OF ONE PERCENTUM OF THE VALUE OF THE SHARES TO BE PURCHASED.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(a)(2) AND
IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE
FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE
FILING PARTY: NOT APPLICABLE
DATE FILED: NOT APPLICABLE
* THIS STATEMENT ALSO CONSTITUTES AMENDMENT NO. 42 TO SCHEDULE 13D OF EQUITY
HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP WITH RESPECT TO THE SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF GREAT AMERICAN MANAGEMENT AND
INVESTMENT, INC. OWNED BY IT.
================================================================================

<PAGE> 2

<TABLE>
<S> <C>
CUSIP NO.: 389893207
---------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP
36-3619700
---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]

(B) [ ]
---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS

SC, WC
---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) OR 2(b) [ ]

---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

STATE OF ILLINOIS
---------------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,082,744 Shares
---------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES

[ ]
---------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)

87.9%
---------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON

</TABLE>

<PAGE> 3

<TABLE>
<S><C>
CUSIP NO.: 389893207
---------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

GAMI MERGER CO.
(APPLIED FOR)
---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]

(B) [ ]
---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS

SC, AF
---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(a) OR 2(b) [ ]

---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

STATE OF DELAWARE
---------------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,082,744 Shares
---------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES

[ ]
---------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)

87.9%
---------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON

</TABLE>

<PAGE> 4

INTRODUCTION

This Tender Offer Statement on Schedule 14D-1 (the "Statement") relates
to a tender offer by GAMI Merger Co., a Delaware corporation (the "Purchaser"),
wholly owned by Equity Holdings Limited, an Illinois Limited Partnership
("Equity Holdings"), to purchase any and all shares of common stock, par value
$.01 per share (the "Shares"), of Great American Management and Investment,
Inc. a Delaware corporation (the "Company"). The offer is being made at a
price of $50.00 per Share, net to the seller in cash (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase of
the Purchaser dated March 29, 1996 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2) hereto,
respectively. This Statement is being filed by the Purchaser and Equity
Holdings.

The Purchaser is making the Offer for the purpose of acquiring more than
90 percent of the outstanding Shares and then consummating a "short-form
merger" under Section 253 of the General Corporation Law of the State of
Delaware (the "DGCL"), pursuant to which the Purchaser will be merged into the
Company (the "Merger" and, together with the Offer, the "Transaction"). The
Director of the Purchaser has approved the consummation of the Merger for the
same price per Share as paid in the Offer, subject to certain conditions,
including ownership of 90 percent of the outstanding Shares. Once the
Purchaser acquires at least 90 percent of Shares, the Purchaser will have a
sufficient number of Shares to effect the Merger without (i) any action
whatsoever by the Board of Directors of the Company or (ii) the affirmative
vote of any other Stockholder as permitted by Section 253 of the DGCL.
Assuming the Purchaser acquires at least 90 percent of the Shares, the
Purchaser intends to consummate the Merger immediately after consummation of
the Offer.

As a result of the Merger, the Purchaser will cease to exist and the
Company will continue as the surviving corporation (the "Surviving
Corporation"), with Equity Holdings as its sole Stockholder. In the Merger,
each Share outstanding immediately prior to the effective time of the Merger
(the "Effective Time") (other than Shares held in the Company's treasury, by
any subsidiary of the Company or by the Purchaser and other than Shares held by
Stockholders who have properly exercised appraisal rights with respect thereto
(the "Dissenting Shares") in accordance with Section 262 of the DGCL) shall, at
the Effective Time, by virtue of the Merger and without any action on the part
of the holder thereof, be cancelled and converted into the right to receive
$50.00 in cash, or any higher price per Share paid in the Offer (the "Merger
Price"), payable to the holder thereof, without interest thereon, upon the
surrender of the certificate or certificates formerly representing such Shares.

The Purchaser and Equity Holdings are concurrently filing a Rule 13e-3
Transaction Statement (the "Rule 13e-3 Statement") with the Securities and
Exchange Commission. The information set forth in the Rule 13e-3 Statement,
which is attached hereto as Exhibit (g)(1), including all exhibits thereto, is
hereby expressly incorporated herein by reference.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the issuer of the class of equity security which
this statement relates is Great American Management and Investment, Inc., a
Delaware corporation (the "Company"), and the address of its principal
executive offices is Two North Riverside Plaza, Chicago, Illinois 60606.

(b) The information set forth in the Offer to Purchase under
"INTRODUCTION" is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under "THE
OFFER--Section 5. Price Range of Shares" is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)--(d) and (g) This Statement is being filed by Equity Holdings and
the Purchaser. The information set forth in the Offer to Purchase under
"INTRODUCTION" and "THE OFFER--Section 8. Certain Information Concerning the
Equity Holdings and Purchaser" is incorporated herein by reference. The names,
business addresses, present principal occupations or employment of the
directors and executive officers of the Purchaser are set forth in Schedule I
to the Offer to Purchase and are incorporated herein by reference. The names,
business addresses, present principal occupations or employment of the general
partners of Equity Holdings and the trustees of such general partners is set
forth in Schedule I to the Offer to Purchase and is incorporated herein by
reference. All of the persons listed in Schedule I of the Offer to Purchase
are citizens of the United States of America.

-1-
<PAGE> 5

Equity Holdings (i) have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) was party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting activities subject to,
federal or state securities laws of finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)--(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Past Contacts and Transactions Between Equity
Holdings and the Company," "SPECIAL FACTORS--Certain Shares Expected to be
Tendered," "SPECIAL FACTORS--Interests of Certain Persons in the Transaction,"
"SPECIAL FACTORS--Contracts, Transactions and Arrangements Concerning the
Shares," "SPECIAL FACTORS--The Merger," and "THE OFFER--Section 8. Certain
Information Concerning Equity Holdings and the Purchaser" is incorporated
herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the Offer to Purchase under "THE
OFFER--Section 9. Source and Amount of Funds" is incorporated herein by
reference.

(b) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)--(g) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Purpose and Structure of the Transaction,"
"SPECIAL FACTORS--Certain Effects of the Transaction," "SPECIAL FACTORS--Plans
for the Company After the Transaction," "SPECIAL FACTORS--Interests of Certain
Persons in the Transaction," "SPECIAL FACTORS--Contracts, Transactions and
Arrangements Concerning the Shares," "SPECIAL FACTORS--The Merger," "THE
OFFER--Section 6. Effect of the Offer on the Market for Shares; Exchange Act
Registration," "THE OFFER--Section 7. Certain Information Concerning the
Company" and "THE OFFER--Section 10. Dividends and Distributions" is
incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)--(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Interests of Certain Persons in the
Transaction," "SPECIAL FACTORS--Contracts, Transactions and Arrangements
Concerning the Shares," "THE OFFER--Section 8. Certain Information Concerning
Equity Holdings and the Purchaser" and in Schedule I is incorporated herein by
reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Interests of Certain Persons in the
Transaction," "SPECIAL FACTORS--Contracts, Transactions and Arrangements
Concerning the Shares," "SPECIAL FACTORS--Certain Shares Expected to be
Tendered," "SPECIAL FACTORS--The Merger," "SPECIAL FACTORS--Certain Effects of
the Transaction," "SPECIAL FACTORS--Plans for the Company After the
Transaction," and "THE OFFER--Section 8. Certain Information Concerning Equity
Holdings and the Purchaser" is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

-2-
<PAGE> 6

The information set forth in the Offer to Purchase under
"INTRODUCTION" and "THE OFFER--Section 13. Certain Fees and Expenses;
Utilization of Company Employees" is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

Not material.

ITEM 10. ADDITIONAL INFORMATION.

Additional information concerning the Transaction is set forth in the
Offer to Purchase and the related Letter of Transmittal and is incorporated
herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<S> <C> <C>
(a) . . . . . . . . . Exhibit (a)(1). Offer to Purchase, dated March 29, 1996
Exhibit (a)(2). Letter of Transmittal
Exhibit (a)(3). Letter, dated March 29, 1996, from Georgeson & Company Inc. to brokers, dealers,
commercial banks, trust companies and other nominees
Exhibit (a)(4). Letter to Clients of brokers, dealers, banks, trust companies and other nominees
Exhibit (a)(5). Notice of Guaranteed Delivery
Exhibit (a)(6). Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
Exhibit (a)(7). Form of Newspaper Advertisement
(b) . . . . . . . . . Not applicable.
(c) . . . . . . . . . Exhibit (c)(1). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership,
Riverside Partners, an Illinois limited partnership, and Citibank, N.A., dated as of
February 16, 1994
Exhibit (c)(2). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership and
Continental Bank N.A., dated as of January 31, 1989
Exhibit (c)(3). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership and
First Bank National Association, dated as of May 12, 1994
Exhibit (c)(4). Stock Pledge Agreement between Equity Holdings Limited, an Illinois Limited
Partnership and The First National Bank of Boston, dated as of December 15, 1993
Exhibit (c)(5). Pledge and Security Agreement between Equity Holdings Limited, an Illinois Limited
Partnership and NationsBank of North Carolina, N.A., dated as of October 25, 1994
Exhibit (c)(6). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership and
Chemical Bank
Exhibit (c)(7). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership and
LaSalle National Bank
Exhibit (c)(8). Pledge Agreement between Equity Holdings Limited, an Illinois Limited Partnership and
Wells Fargo Realty Advisors Funding, Incorporated
(d) . . . . . . . . . Not applicable.
(e) . . . . . . . . . Not applicable.
(f) . . . . . . . . . Not applicable.

</TABLE>

-3-
<PAGE> 7

<TABLE>
<S> <C> <C>
(g) . . . . . . . . . Exhibit (g)(1) Rule 13e-3 Transaction Statement, filed with the Securities and Exchange Commission
on March 29, 1996, by GAMI Merger Co. and Equity Holdings Limited, an Illinois Limited
Partnership
Exhibit (g)(2) Agreement of Joint Filing between Equity Holdings Limited, an Illinois Limited
Partnership and GAMI Merger Co., dated March 29, 1996
</TABLE>

-4-
<PAGE> 8

SIGNATURE

After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: March 29, 1996 GAMI MERGER CO.

By /S/ SHELI Z. ROSENBERG
-------------------------------------
Name: Sheli Z. Rosenberg
Title: Vice President

EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP

By /S/ SHELI Z. ROSENBERG
-------------------------------------
Name: Sheli Z. Rosenberg
Title: Co-Trustee of General Partner

<PAGE> 9

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- - ----------- -----------
<S> <C>

99.(a)(1) . . . . . . . . . Offer to Purchase, dated March 29, 1996
99.(a)(2) . . . . . . . . . Letter of Transmittal
99.(a)(3) . . . . . . . . . Letter, dated March 29, 1996, from Georgeson &
Company Inc. to brokers, dealers, commercial
banks, trust companies and other nominees
99.(a)(4) . . . . . . . . . Form of Letter to Clients of brokers, dealers,
banks, trust companies and other nominees
99.(a)(5) . . . . . . . . . Notice of Guaranteed Delivery
99.(a)(6) . . . . . . . . . Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
99.(a)(7) . . . . . . . . . Form of Newspaper Advertisement
99.(c)(1) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership, Riverside Partners,
an Illinois limited partnership, and Citibank,
N.A. dated as of February 16, 1994
99.(c)(2) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Continental
Bank N.A., dated as of January 31, 1989
99.(c)(3) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and First Bank
National Association, dated as of May 12, 1994
99.(c)(4) . . . . . . . . . Stock Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and The First National
Bank of Boston, dated as of December 15, 1993
99.(c)(5) . . . . . . . . . Pledge and Security Agreement between Equity Holdings
Limited, an Illinois Limited Partnership and NationsBank
of North Carolina, N.A., dated as of October 25, 1994
99.(c)(6) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Chemical Bank
99.(c)(7) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and LaSalle National
Bank
99.(c)(8) . . . . . . . . . Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Wells Fargo
Realty Advisors Funding, Incorporated
99.(g)(1) . . . . . . . . . Rule 13e-3 Transaction Statement, filed
with the Securities and Exchange Commission on
March 29, 1996, by GAMI Merger Co.
and Equity Holdings Limited, an Illinois Limited
Partnership
99.(g)(2) . . . . . . . . . Agreement of Joint Filing between Equity Holdings
Limited, an Illinois Limited Partnership and GAMI
Merger Co., dated March 29, 1996

</TABLE>

<PAGE> 1
OFFER TO PURCHASE FOR CASH
ANY AND ALL SHARES OF COMMON STOCK

GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.

$50.00 NET PER SHARE

GAMI MERGER CO.
AN ENTITY WHOLLY OWNED BY

EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN VALIDLY
TENDERED (AND NOT VALIDLY WITHDRAWN) PRIOR TO THE EXPIRATION DATE A NUMBER OF
SHARES (AS DEFINED HEREIN) SUCH THAT, UPON CONSUMMATION OF THE OFFER, GAMI
MERGER CO. (THE "PURCHASER") AND EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED
PARTNERSHIP ("EQUITY HOLDINGS") TOGETHER WOULD OWN A NUMBER OF SHARES
REPRESENTING AT LEAST 90 PERCENT OF OUTSTANDING SHARES (THE "MINIMUM
CONDITION"). THE PURCHASER ESTIMATES THAT APPROXIMATELY 193,000 SHARES WILL
NEED TO BE VALIDLY TENDERED (AND NOT VALIDLY WITHDRAWN) TO SATISFY THE MINIMUM
CONDITION. SEE "THE OFFER--SECTION 11. CONDITIONS OF THE OFFER."

NEITHER EQUITY HOLDINGS NOR THE PURCHASER, NOR THE GENERAL PARTNERS, BOARD OF
DIRECTOR OR EXECUTIVE OFFICERS OF ANY OF THEM, MAKE ANY RECOMMENDATION AS TO
WHETHER ANY HOLDER OF SHARES SHOULD TENDER ANY OR ALL OF SUCH HOLDER'S SHARES
PURSUANT TO THE OFFER. HOLDERS OF SHARES MUST MAKE THEIR OWN DECISIONS WHETHER
TO TENDER SHARES AND, IF SO, THE NUMBER OF SHARES TO TENDER.
----------------
IMPORTANT
ANY STOCKHOLDER (AS DEFINED HEREIN) DESIRING TO TENDER ALL OR ANY PORTION
OF SHARES PURSUANT TO THE OFFER (AS DEFINED HEREIN) SHOULD EITHER (1) COMPLETE
AND SIGN THE ENCLOSED LETTER OF TRANSMITTAL, OR A FACSIMILE COPY THEREOF, IN
ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, HAVE THE
SIGNATURE THEREON GUARANTEED IF REQUIRED BY INSTRUCTION 1 OF THE LETTER OF
TRANSMITTAL AND MAIL OR DELIVER IT AND ANY OTHER REQUIRED DOCUMENTS TO THE
DEPOSITARY AND EITHER DELIVER THE CERTIFICATES FOR SUCH SHARES TO THE
DEPOSITARY TOGETHER WITH THE LETTER OF TRANSMITTAL OR TENDER SHARES PURSUANT TO
THE PROCEDURE FOR BOOK-ENTRY TRANSFER DESCRIBED IN "THE OFFER--SECTION 3.
PROCEDURES FOR TENDERING SHARES," OR (2) REQUEST SUCH STOCKHOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE
TRANSACTION FOR THE STOCKHOLDER. A STOCKHOLDER HAVING SHARES REGISTERED IN THE
NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST
CONTACT SUCH PERSON TO TENDER SUCH SHARES.
ANY STOCKHOLDER DESIRING TO ACCEPT THE OFFER WHOSE CERTIFICATES FOR SHARES
ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH THE PROCEDURES FOR
BOOK-ENTRY TRANSFER ON A TIMELY BASIS, SHOULD TENDER SUCH SHARES BY FOLLOWING
THE PROCEDURES FOR GUARANTEED DELIVERY DESCRIBED IN "THE OFFER--SECTION 3.
PROCEDURES FOR TENDERING SHARES."
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS
OFFER TO PURCHASE. REQUESTS FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE,
THE LETTER OF TRANSMITTAL, THE NOTICE OF GUARANTEED DELIVERY AND OTHER RELATED
DOCUMENTS MAY BE DIRECTED TO THE INFORMATION AGENT OR BROKERS, DEALERS,
COMMERCIAL BANKS OR TRUST COMPANIES.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PURCHASER OR EQUITY
HOLDINGS. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (OR ANY STATE SECURITIES COMMISSION) NOR HAS
THE COMMISSION (OR ANY STATE SECURITIES COMMISSION) PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
---------------
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
& COMPANY INC.

March 29, 1996

<PAGE> 2

TABLE OF CONTENTS

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose and Structure of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certain Shares Expected to be Tendered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Fairness of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certain Effects of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plans for the Company After the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interests of Certain Persons in the Transaction . . . . . . . . . . . . . . . . . . . . . . . . 6
Past Contacts and Transactions Between Equity Holdings and the Company . . . . . . . . . . . . 7
Contracts, Transactions and Arrangements Concerning the Shares . . . . . . . . . . . . . . . . . 9
Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2. Treatment As A Sale Or Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3. Tax Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4. Treatment of Certain Affiliated Holders . . . . . . . . . . . . . . . . . . . . . . . . 11

THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2. Acceptance for Payment and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3. Procedures for Tendering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Valid Tender of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Book-Entry Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signature Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Guaranteed Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Back-up Federal Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Appointment as Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Determination of Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5. Price Range of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6. Effect of the Offer on the Market for Shares; Exchange Act Registration . . . . . . . . 18
7. Certain Information Concerning the Company . . . . . . . . . . . . . . . . . . . . . . . 18
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8. Certain Information Concerning Equity Holdings and the Purchaser . . . . . . . . . . . . 20
9. Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
11. Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
12. Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
State Anti-Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Federal Reserve Board Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13. Certain Fees and Expenses; Utilization of Company Employees . . . . . . . . . . . . . . 24
14. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

</TABLE>

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<PAGE> 3

Schedule I - Name, Address, Principal Occupation and Ownership of
Shares:
Equity Holdings
General Partners of Equity Holdings
Trustees of General Partners of Equity Holdings
GAMI Merger Co.
Directors and Executive Officers of GAMI Merger Co.
Directors and Executive Officers of Great American
Management and Investment, Inc.
Certain Affiliates of Great American Management and
Investment, Inc.
Schedule II - Section 262 of the Delaware General Corporation Law

AVAILABLE INFORMATION

Great American Management and Investment, Inc. (the "Company") is
currently subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports and other information filed by the Company with
the Commission may be inspected and copied at the public reference facilities
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the year ended December 31, 1995
and Current Reports on Form 8-K dated January 2, 1996, January 24, 1996, and
February 28, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of the Offer to Purchase
and prior to the Expiration Date shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents. 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 the Offer to Purchase to the extent that a statement contained
herein or in any other subsequently filed document that 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 the Offer to Purchase.

-ii-
<PAGE> 4

To the Holders of Common Stock
of Great American Management and Investment, Inc.:

INTRODUCTION

GAMI Merger Co., a Delaware corporation (the "Purchaser") wholly owned
by Equity Holdings Limited, an Illinois Limited Partnership ("Equity
Holdings"), hereby offers to purchase any and all shares of common stock, par
value $.01 per share (the "Shares"), of Great American Management and
Investment, Inc., a Delaware corporation (the "Company"), at $50.00 per Share,
net to the seller in cash without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which together constitute the "Offer").
Holders of Shares ("Stockholders") who tender Shares will not be obligated to
pay brokerage commissions or, except as set forth in Instruction 8 of the
Letter of Transmittal, transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. The Purchaser will pay all charges and
expenses of Chemical Mellon Shareholder Services, L.L.C. as the Depositary (the
"Depositary") and Georgeson & Company Inc. as the Information Agent (the
"Information Agent") in connection with the Offer. See "THE OFFER--Section 13.
Certain Fees and Expenses; Utilization of Company Employees." For more
information concerning Equity Holdings and the Purchaser, see "THE
OFFER--Section 8. Certain Information Concerning Equity Holdings and the
Purchaser."

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED (AND NOT VALIDLY WITHDRAWN) PRIOR TO THE EXPIRATION DATE A
NUMBER OF SHARES SUCH THAT, UPON CONSUMMATION OF THE OFFER, THE PURCHASER AND
EQUITY HOLDINGS TOGETHER WOULD OWN A NUMBER OF SHARES REPRESENTING AT LEAST 90
PERCENT OF OUTSTANDING SHARES (THE "MINIMUM CONDITION"). THE PURCHASER EXPECTS
THAT, CONCURRENTLY WITH THE MERGER (AS DEFINED HEREIN), ALL OPTIONS (AS DEFINED
HEREIN) WILL BE REDEEMED BY THE COMPANY AND NOT EXERCISED INTO SHARES. AS A
RESULT, THE PURCHASER ESTIMATES THAT APPROXIMATELY 193,000 SHARES WILL NEED TO
BE VALIDLY TENDERED (AND NOT VALIDLY WITHDRAWN) TO SATISFY THE MINIMUM
CONDITION. THE PURCHASER EXPRESSLY RESERVES THE RIGHT TO WAIVE THE MINIMUM
CONDITION AND TO PURCHASE ANY SHARES VALIDLY TENDERED (AND NOT VALIDLY
WITHDRAWN) PURSUANT TO THE OFFER. SEE "THE OFFER--SECTION 11. CONDITIONS OF
THE OFFER" AND "SPECIAL FACTORS--THE MERGER."

The Purchaser is making the Offer for the purpose of acquiring at
least 90 percent of the outstanding Shares and then consummating a "short-form
merger" under Section 253 of the General Corporation Law of the State of
Delaware (the "DGCL"), pursuant to which the Purchaser will be merged into the
Company (the "Merger" and, together with the Offer, the "Transaction"). As of
March 29, 1996, the Purchaser owned no Shares of record and Equity Holdings,
the sole stockholder of the Purchaser, owned 8,082,744 Shares, or approximately
87.9% of Shares outstanding. Equity Holdings intends to transfer all Shares it
owns to the Purchaser upon the completion of the Offer. The Director of the
Purchaser has approved the consummation of the Merger for the same price per
Share as paid in the Offer, subject to certain conditions, including ownership
of at least 90 percent of the outstanding Shares. Once the Purchaser acquires
at least 90 percent of Shares, the Purchaser will have a sufficient number of
Shares to effect the Merger without (i) any action whatsoever by the Board of
Directors of the Company or (ii) the affirmative vote of any other Stockholder
as permitted by Section 253 of the DGCL. See "SPECIAL FACTORS--The Merger."
Assuming that the Purchaser acquires at least 90 percent of the Shares, the
Purchaser intends to consummate the Merger immediately after consummation of
the Offer.

<PAGE> 5

action on the part of the holder thereof, be cancelled and converted into the
right to receive $50.00 in cash, or any higher price per Share paid in the
Offer (the "Merger Price"), payable to the holder thereof, without interest
thereon, upon the surrender of the certificate or certificates formerly
representing such Shares. See "SPECIAL FACTORS--The Merger" for a description
of the Merger.

According to the Company's Annual Report on Form 10-K, as of February
16, 1996, there were 9,194,251 Shares issued and outstanding, held of record by
approximately 800 Stockholders. According to information provided to the
Purchaser by the Company, as of March 29, 1996, 389,506 Shares were issuable
upon exercise of outstanding options ("Options"), held of record by 20 persons,
granted under the Company's 1991 Amended and Restated Stock Option Plan (the
"Stock Option Plan"). The Purchaser expects that no Options will be exercised
into Shares, because all such Options are expected to be redeemed in connection
with the Merger at a price per Option equal to the Offer Price less the
exercise price for such Option. See "SPECIAL FACTORS--Interests of Certain
Persons in the Transaction" for information concerning the redemption of
outstanding Options.

In addition to the transfer of Shares by Equity Holdings,
the Purchaser estimates that approximately 193,000 Shares would need to be
tendered and accepted for purchase pursuant to the Offer for the Purchaser to
own at least 90 percent of the Shares after the transfer of Shares to the
Purchaser by Equity Holdings. The Purchaser expects that owners of 495,700
Shares will tender such amount of Shares pursuant to the Offer. Assuming such
Shares are tendered and accepted for purchase, Equity Holdings will transfer
its Shares to the Purchaser and the Purchaser will effect the Merger. See
"SPECIAL FACTORS--Certain Shares Expected to be Tendered" and "SPECIAL
FACTORS--The Merger."

THE PURCHASER DOES NOT INTEND TO INCREASE THE OFFER PRICE. IF,
HOWEVER, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE OFFER
PRICE, SUCH INCREASE SHALL BE PAID TO ALL HOLDERS OF SHARES THAT ARE PURCHASED
PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH
INCREASE. ANY HOLDER OF SHARES WHO TENDERED SUCH SHARES PRIOR TO SUCH AN
INCREASE IN THE OFFER PRICE WOULD BE ENTITLED TO RECEIVE SUCH AN INCREASE
WITHOUT FURTHER ACTION ON THE PART OF SUCH HOLDER.

-2-

<PAGE> 6

STOCKHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE RELATED
LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER OR NOT TO TENDER THEIR
SHARES.

SPECIAL FACTORS

PURPOSE AND STRUCTURE OF THE TRANSACTION

The Offer is being made pursuant to the intention of the Purchaser and
Equity Holdings to effectuate the Merger, with the ultimate purpose of Equity
Holdings acquiring the entire equity interest in the Company. Equity Holdings
seeks to have the Purchaser acquire the remaining equity interest in the
Company that Equity Holdings does not already own because it believes the
operations of the Company can be more effectively and efficiently managed as a
single integrated enterprise if the Company does not need to take into account
the separate interests of the public Stockholders. Because Equity Holdings
does not own the entire common equity interest in the Company, the Company is
required by law to be managed by the Company's Board of Directors in the best
interests of all the Company's Stockholders rather than just Equity Holdings
and its limited partners. In addition, after consummation of the Merger, the
Company will no longer need to incur the substantial costs associated with
complying with the reporting requirements under the Exchange Act.

To ensure equal treatment of Stockholders, the acquisition transaction
has been structured as a cash tender offer followed by a merger of the
Purchaser with and into the Company, in which the remaining equity interest in
the Company not acquired by the Purchaser pursuant to the Offer will be
subsequently acquired by Equity Holdings pursuant to the Merger at the Merger
Price. Equity Holdings believes that the Offer will result in the Purchaser
acquiring at least 90 percent of Shares thereby allowing the Purchaser to
effectuate the Merger. As a result of the Merger, the Company will become
wholly owned by Equity Holdings. See "SPECIAL FACTORS -- Certain Shares
Expected to be Tendered" and "SPECIAL FACTORS -- The Merger."

CERTAIN SHARES EXPECTED TO BE TENDERED

Prior to commencing the Offer, representatives of the Purchaser
initiated informal discussions with three Stockholders, Messrs. F. Philip
Handy, David A. Gardner, and Bradbury Dyer, III, who own or control the
disposition of 27,800 Shares, 76,000 Shares, and 317,000 Shares, respectively,
and 420,800 Shares collectively, to determine whether these Stockholders would
tender such Shares upon terms and conditions similar to those contained in the
Offer. Messrs. Handy, Gardner and Dyer are also directors of the Company. The
discussions were initiated on or about February 15, 1996, and continued through
mid-March. As a result of these discussions, the Purchaser expects that these
three Stockholders will tender all of their Shares pursuant to the Offer;
however, such persons are in no way obligated to tender any or all of such
Shares in the Offer. In addition, based on an inquiry made by representatives
of the Purchaser, all of the other persons listed in Schedule I intend to
tender all of their Shares that they own directly. As a result, an additional
74,900 Shares are expected to be tendered by such persons (which amount
excludes the Shares owned by Messrs. Handy, Gardner, and Dyer). Assuming the
tender of the 495,700 Shares held by all of these persons, the Purchaser and
Equity Holdings together will own approximately 93.3% of Shares outstanding and
will own a sufficient number of Shares to consummate the Merger even if no
other Shares are tendered. See "SPECIAL FACTORS--The Merger."

THE MERGER

The Purchaser expects that after the Offer and the transfer of Shares
to the Purchaser by Equity Holdings, the Purchaser will own at least 90 percent
of the outstanding Shares and will be able to effect the Merger as a short-form
merger under Section 253 of the DGCL without the approval of the Company's
Board of Directors or vote of any other Stockholder. As a result of the
Merger, any Shares not tendered will be converted into the right to receive the
Merger Price, without any action on the part of the holder thereof.
Dissatisfied holders of Shares may

-3-

<PAGE> 7

elect to exercise appraisal rights in accordance with Section 262 of the DGCL.
See "THE OFFER--Section 12. Certain Legal Matters -- Appraisal Rights" and
Schedule II to this Offer to Purchase.

The procedure for a short-form merger under Section 253 of the DGCL
requires only that the board of directors of the parent corporation adopt a
resolution providing for the merger. On March 28, the sole director of the
Purchaser adopted a resolution authorizing the Merger (conditioned on the
success of the Offer). Upon completion of the Offer, a "certificate of
ownership and merger" will be filed with the Secretary of State of Delaware
setting forth the fact that the Purchaser owns at least 90 percent of the
outstanding Shares of the Company with a copy of the March 28 resolutions of
the Purchaser's director authorizing the Merger attached thereto, as well as
any subsequent resolutions setting forth the specific terms of the Merger. If
a parent corporation will not be the surviving corporation, the merger also
must be approved by the stockholders of the parent. Because the Company will
be the Surviving Corporation, Equity Holdings must, which it intends to do,
approve the Merger as the sole stockholder of the Purchaser. No approval by
the Board of Directors of the Company is required.

The Merger of the Purchaser and the Company will become effective upon
the filing of the certificate of ownership and merger. No vote of any other
Stockholder is required. As a result of the Merger, the Purchaser will cease
to exist and the Company will continue as the Surviving Corporation, with
Equity Holdings as its sole Stockholder. In the Merger, each Share outstanding
immediately prior to the Effective Time (other than Shares held in the
Company's treasury, by any subsidiary of the Company or by the Purchaser and
other than Dissenting Shares) shall, at the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof, be cancelled
and converted into the right to receive the Merger Price, which will be an
amount in cash equal to the Offer Price, or any higher price per Share paid in
the Offer, payable to the holder thereof, without interest thereon, upon the
surrender of the certificate or certificates formerly representing such Shares.

FAIRNESS OF THE TRANSACTION

The Purchaser believes that the Transaction is fair to unaffiliated
holders of Shares. In making this determination, the Purchaser considered the
following factors: (a) the premium represented by the difference between the
Offer Price and recent and historical trading prices of the Shares such that the
Offer Price gives holders of Shares the opportunity to sell all of their Shares
at a 7.5% premium over the last reported sale price of $46.50 per Share on March
28, 1996, as reported by the National Association of Securities Dealers, Inc.
Automated Quotations Systems ("NASDAQ") (the last trading day prior to the
announcement of the Offer); (b) that the Offer Price represents a premium of
approximately 27.3% from the effective price per Share of $39.27 paid to the
Hellman Group (as defined herein) on August 25, 1995, pursuant to the Purchase
Agreement (as defined herein); (c) that the Offer Price represents a premium of
approximately 12.8% over the adjusted net book value per Share of $44.32 as of
March 1, 1996 (after giving effect to unrecorded appreciation on the Company's
investment in Falcon Buildings Products, Inc. ("Falcon")); and (d) that the
Offer will provide holders who are considering a sale of all or a portion of
Shares the opportunity to sell those Shares for cash without the usual
transaction costs associated with open-market sales or the potential resulting
depressing effect on the market price of Shares due to the illiquid trading
market for the Company's Shares. The Purchaser did not find it practicable to,
and therefore did not, quantify or otherwise assign relative weights to these
factors.

The Purchaser has not received any report, opinion or appraisal from
any outside financial advisor or appraiser with respect to the Transaction,
including, but not limited to, any report, opinion or appraisal relating to the
consideration or the fairness of the consideration to be offered to the holders
of the Shares or the fairness of the transaction to the Company or to any
security holder of the Company. The Purchaser has not retained any financial
advisor to negotiate the terms of the Transaction or to prepare a report
concerning the fairness of the Transaction.

The Company will be obligated to file a Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") with the Commission within
ten business days of the date of this Offer to Purchase.

-4-

<PAGE> 8
CERTAIN EFFECTS OF THE TRANSACTION

If the Purchaser owns at least 90 percent of the Shares after the
Offer, the Purchaser will own a sufficient number of Shares to effect the
Merger under Section 253 of the DGCL without the vote of the Board of Directors
of the Company or any vote of any other Stockholder. The Merger will have the
effect of eliminating the Shares of minority Stockholders by converting such
Shares into the right to receive cash equal to the Merger Price. Under
Delaware law, however, minority Stockholders are entitled to have the "fair
value" of such Stockholder's Shares appraised by the Delaware Court of Chancery
by exercising appraisal rights pursuant to Section 262 of the DGCL. Such
appraisal rights are only available with respect to the Merger and are not
available in connection with the Offer. See Schedule II to this Offer to
Purchase for the provisions of Section 262 of the DGCL.

As a result of the consummation of the Offer and the Merger,
Stockholders other than Equity Holdings will not have the opportunity to
participate in the future earnings, profits and growth of the Company and will
not have a right to vote on corporate matters. Equity Holdings, as the sole
Stockholder after the Merger, will own a 100% interest in the book value and
earnings of the Company and will benefit from any increase in the value of the
Company following the Offer and the Merger. Similarly, Equity Holdings will
bear the risk of any decrease in the value of the Company after the Merger and
Stockholders will not face the risk of a decline in the value of the Company
after the Merger. According to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, the Company's Stockholders' Equity was $133.9
million as of December 31, 1995, and the Company had a net loss of $38.5
million for the twelve months ended December 31, 1995. As of March 1, 1996, as
a result of the merger between IMC Global Inc. ("IMC Global") and The Vigoro
Corporation ("Vigoro"), the Company recognized an after tax gain of
approximately $143.0 million. The resulting Stockholders' Equity at such time
for the Company was $275.3 million, or approximately $29.94 per Share. See
"THE OFFER--Section 7. Certain Information Concerning the Company--Selected
Financial Data" for a discussion on the effect on Stockholders' Equity of
including unrecorded appreciation on the Company's investment in Falcon.

After the Merger, the Shares will cease to be registered under the
Exchange Act, transactions in Shares will not be reported on NASDAQ, and the
Shares will not be available for use as collateral for loans made by brokers.
See "THE OFFER--Effect of the Offer on the Market for Shares; Exchange Act
Registration" for a discussion on the possible effects of the Offer if the
Merger is not consummated.

PLANS FOR THE COMPANY AFTER THE TRANSACTION

It is expected that, following the Transaction, the business and
operations of the Company will be continued by the Company substantially as
they are currently being conducted. Except as disclosed in this Offer to
Purchase and the Company's Annual Report on Form 10-K, the Purchaser and
Equity Holdings have no present plans or proposals that would result in an
extraordinary material corporate transaction, such as a merger, reorganization,
liquidation, relocation of operations, or sale or transfer of assets, involving
the Company or any of its subsidiaries, or any material changes in the
Company's corporate structure or business or the composition of its management
or personnel, except Equity Holdings expects that the Company's Board of
Directors will be reduced from its present size of eight directors. Upon
consummation of the Transaction, Equity Holdings intends to conduct a review of
the Company and its assets, businesses, operations, properties, policies,
corporate structure, capitalization, financing needs, dividend and
distributions policy, and management and consider if any changes would be
desirable in light of the circumstances then existing.

-5-
<PAGE> 9
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

Except as disclosed in this Offer to Purchase, neither the Company,
the Purchaser, any of the Purchaser's executive officers and its director
listed on Schedule I, Equity Holdings, the general partners of Equity Holdings
listed on Schedule I, the persons controlling the general partners of Equity
Holdings or the executive officers, directors or affiliates of the Company
listed in Schedule I has (i) engaged in any transactions involving the Shares
during the period of sixty business days prior to the date hereof or (ii) is a
party to any contract, arrangement or understanding with respect to any
securities of the Company. The aggregate amount and percentage of Shares owned
by the Purchaser and its executive officers and directors, Equity Holdings, the
general partners of Equity Holdings, the persons controlling the general
partners of Equity Holdings and the Company's executive officers, directors and
affiliates is disclosed in Schedule I.

Based on an inquiry made by representatives of the Purchaser, all of
the natural persons listed in Schedule I intend to tender, pursuant to the
Offer, all of the Shares that they own or control the disposition of. The fact
that such persons tender Shares does not, in any manner, constitute a
recommendation by such persons for other Stockholders to tender Shares. Holders
of Shares must make their own decisions whether to tender Shares and, if so,
the number of Shares to tender.

The Company awards incentive stock options, nonqualified stock options
or stock appreciation rights to certain officers, key employees, directors and
consultants pursuant to the Stock Option Plan. Under the Stock Option Plan,
Options are granted by the Compensation Committee of the Company's Board of
Directors, which has the discretion to fix the exercise price and term of such
Options. Generally, Options are granted for a five-year term, and no Options
have been granted at an exercise price less than the fair market value of the
Company's Shares on the date of the grant. In connection with the Stock Option
Plan, at the date of the first meeting of the Board of Directors following each
Annual Meeting of Stockholders, each director of the Company receives an Option
to purchase 5,000 Shares at the fair market value of Shares on the date of such
meeting.

As of March 15, 1996, 389,506 Shares were subject to Options and
250,335 Shares were subject to Options exercisable on or before the Expiration
Date (all of which were awarded with an exercise price less than the Offer
Price). See Schedule I for information concerning the number of Options held
by affiliates of Equity Holdings and officers and directors of the Company that
are exercisable prior to the Expiration Date. The Purchaser expects that,
concurrently with the Merger, the Company will, consistent with the provisions
of the Stock Option Plan, redeem all outstanding Options for cash or other
consideration at a price per Option equal to the Offer Price less the exercise
price for such Option. The Purchaser does not expect any of the 250,335
Options which are exercisable into Shares, either presently or prior to the
Expiration Date, to be exercised into Shares and acquired pursuant to the
Offer. If the Company redeems such Options as described, the Company will make
payments in cash or other consideration to the 20 holders of Options totalling
approximately $7.7 million, based on an Offer Price of $50.00 per Share.

-6-
<PAGE> 10
Based on information provided to the Purchaser by the Company, the
following persons listed in Schedule I will receive payments in cash or other
consideration for the redemption of outstanding Options equal in value to
the following:

NUMBER OF AMOUNT TO BE
NAME OPTIONS RECEIVED
---- --------- --------------
<S> <C> <C>

Samuel Zell 30,000 $ 628,125

Sheli Z. Rosenberg 38,334 690,016

Rod F. Dammeyer 95,000 1,668,125

Bradbury Dyer, III 30,000 628,125

David A. Gardner 30,000 628,125

William K. Hall 15,000 308,125

F. Philip Handy 30,000 628,125

Joseph P. Sullivan 30,000 628,125

Arthur A. Greenberg 10,334 190,933
</TABLE>

PAST CONTACTS AND TRANSACTIONS BETWEEN EQUITY HOLDINGS AND THE COMPANY

During the Company's previous three fiscal years, the Company and its
subsidiaries have engaged in certain transactions and entered various
agreements with Equity Holdings and/or affiliates of Equity Holdings, and
Equity Holdings and its affiliates, as the majority Stockholder of the Company,
have had numerous contacts with the Company and its subsidiaries. Certain
employees of the Company have assisted the Purchaser with respect to the
Transaction, primarily by providing information concerning the Company for the
preparation of this Offer to Purchase to comply with the requirements under the
Exchange Act. Principally, this information has included financial information
of the Company and stock ownership and stock transaction data with respect to
officers and directors of the Company. No employee of the Company has, or
will, receive any additional or separate compensation for such services.
Equity Holdings and the Purchaser independently determined the pricing and the
structure of the Offer and the Merger.

Mr. Zell, the trustee of one of the two general partners of Equity
Holdings, is the Chairman of the Board of Directors of the Company, and was its
Chief Executive Officer from June 1990 until February 1994. The Company paid
Mr. Zell a salary of $300,000, $400,000 and $400,000 in 1995, 1994 and 1993,
respectively. Mr. Zell also received from the Company other compensation of
$9,000, $6,000 and $4,497 in 1995, 1994 and 1993, respectively, and Options for
5,000 Shares and 5,000 Shares in 1995 and 1993, respectively.

Mrs. Rosenberg, a co-trustee of the other general partner of Equity
Holdings and a trustee of certain other trusts which are indirect partners of
Equity Holdings, is a director of the Company, and was a Vice President and
General Counsel of the Company from October 1985 until March 1995. Mrs.
Rosenberg received Options for 20,000 Shares and 5,000 Shares in 1995 and 1993,
respectively. Mrs. Rosenberg is indebted to Equity Holdings as a result of a
loan extended in 1992, prior to the liquidation of Mrs. Rosenberg's direct
interest in Equity Holdings. As of March 15, 1996, $61,729 was outstanding
under such loan, which includes $17,379 of accrued interest. Mrs. Rosenberg is
separately indebted to an affiliate of Equity Holdings for a loan to finance
the acquisition of Shares in 1993. As of March 15, 1996, $303,669 was
outstanding under such loan, which includes $48,669 of accrued interest.

-7-

<PAGE> 11
The Company paid Ann Lurie, a co-trustee of the other general partner
of Equity Holdings, $303,552 during 1993 as beneficiary of certain agreements
between the Company and Robert H. Lurie, Vice-Chairman and President of the
Company from 1986 until his death in June 1990. In addition, Messrs. Handy,
Gardner, and Dyer, who own interests in various partnerships that are
affiliated with Equity Holdings, each received director fees of $28,000 in
1995, 1994, and 1993. As of March 15, 1996, the capital contributions to date
to such partnerships affiliated with Equity Holdings for Messrs. Handy,
Gardner, and Dyer were approximately $.9 million, $1.8 million, and $3.0
million, respectively. The investment terms for such partnership interests
were based on prevailing market terms at the time. Messrs. Handy and Dyer
serve as directors to certain companies affiliated with Equity Holdings.

Mr. Arthur A. Greenberg is a trustee of certain trusts which are
indirect partners of Equity Holdings. Mr. Greenberg was the Company's Chief
Financial Officer from December 1986 until March 1995. The Company paid Mr.
Greenberg a salary of $200,000 and $300,000 in 1994 and 1993, respectively.
Mr. Greenberg also received from the Company other compensation of $6,000 and
$4,497 in 1994 and 1993, respectively, and Options for 2,000 Shares and 5,000
Shares in 1995 and 1993, respectively.

During 1993, the Company's loan portfolio included a $15.0 million
loan to a general partnership ("Equity Pool"), which in turn is owned by two
limited partnerships which are affiliated with Mr. Zell. Equity Pool made
principal payments to reduce the loan to $5.9 million as of January 1, 1994.
At such time, the loan was collateralized by partnership units ("Units") which
were convertible in January 1995 into approximately 550,000 shares of Equity
Residential Properties Trust, a publicly traded real estate investment trust
affiliated with Mr. Zell. During 1994, principal payments reduced the loan to
approximately $5.4 million. On January 3, 1995, all rights and title in the
principal amount of $5.4 million plus an additional $1.6 million, as
participation based on the market value of the Units on September 16, 1994, and
accrued interest were assigned to Equity Holdings, the Company's majority
Stockholder, as part of a dividend to the Company's Stockholders in January
1995.

During 1993, an affiliate of Mr. Zell repaid in full a $3.8 million
loan held by the Company. In addition, Equity Holdings paid the Company $1.0
million pursuant to an agreement made in connection with the transfer of
certain stock of a subsidiary to Equity Holdings in 1990. In June 1993, the
Company exercised its right to put a note to an entity affiliated with Mr.
Zell, which resulted in such entity making a payment of approximately $2.4
million to the Company.

The Company and its subsidiaries paid approximately $1.4 million, $1.7
million and $1.9 million to certain affiliates of Equity Holdings for services
rendered during 1995, 1994, 1993 respectively. These services included,
without limitation, administrative, human resource, consulting, accounting and
tax services, various real estate services, insurance services (including the
payment to third parties for insurance premiums) and other executive services.
The Company and its subsidiaries paid an affiliate of Equity Holdings
approximately $658,000, $785,000 and $408,000 for its office space during 1995,
1994 and 1993, respectively, and approximately $82,000, $463,000, and $279,000
for various leases of computer software and equipment and computer development
services during 1995, 1994 and 1993, respectively. The software leases range
from three to five years and are at rates comparable to market rates. Lease
payments also include amounts related to a facility sharing agreement between
the Company and such affiliate. Under the agreement, computer development,
operations and maintenance services were provided to the Company and certain of
its subsidiaries. These related entity transactions were approved by the Audit
Committee of the Company's Board of Directors (the "Audit Committee"), which is
comprised of three independent directors.

The Company performs certain services for various affiliates of Equity
Holdings. In 1995, 1994 and 1993, approximately $1.3 million, $1.5 million and
$0.9 million, respectively, was charged to such affiliates for the services
performed and office space provided by the Company.

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The Company and certain of its subsidiaries paid Rosenberg &
Liebentritt, P.C., a law firm affiliated with Mrs. Rosenberg, amounts totaling
$2.4 million, $1.7 million and $0.9 million for certain legal services rendered
in 1995, 1994 and 1993, respectively. Fees are based on not more than
comparable market rates for the services performed and rates are approved by
the Audit Committee.

The Company and certain of its subsidiaries paid Seyfarth Shaw
Fairweather & Geraldson, a law firm in which Mrs. Rosenberg's spouse is a
partner, amounts totaling approximately $447,000, $664,000 and $328,000 for
certain legal services rendered in 1995, 1994 and 1993, respectively. Fees are
based on comparable market rates for services performed.

CONTRACTS, TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES

The Company acquired 2,000,000 Shares, pursuant to a Stock Purchase
Agreement dated as of August 25, 1995 (the "Purchase Agreement"), in
consideration of the delivery by the Company to Hellman & Friedman Capital
Partners ("Capital Partners"), Hellman & Friedman Capital Partners
International (BVI) ("Capital Partners International") and H&F Redwood
Partners, L.P. ("Redwood Partners," and together with Capital Partners and
Capital Partners International, the "Hellman Group") of 1,609,686, 92,501, and
57,813 shares of common stock of Vigoro, respectively, which shares were
previously held by the Company.

Capital Partners and Capital Partners International had acquired such
Shares from Equity Holdings pursuant to a Stock Purchase Agreement, dated July
17, 1990 (the "1990 Agreement"), and Redwood Partners subsequently acquired its
Shares from Capital Partners International on December 31, 1991. During the
period that the Hellman Group owned such Shares, the Company, Equity Holdings,
and the Hellman Group were parties to an agreement which provided that the
Hellman Group had the right to nominate, and the Company and Equity Holdings
would use their best efforts to elect, two of every nine directors to serve on
the Company's Board of Directors.

Based on its relationship with the Hellman Group and an understanding
of its investment objectives, the Company approached the Hellman Group in early
July 1995 to structure a mutually agreeable transaction that suited the
long-term interests of both parties. The Hellman Group sought an opportunity
to liquidate its investment in the Company and receive the more liquid shares
of Vigoro, which were traded on the New York Stock Exchange ("NYSE"). The
Company sought to acquire Shares at an attractive price in a non-cash
transaction that preserved the liquidity position of the Company and avoided
the incurrence of debt.

In connection with the Purchase Agreement, the Hellman Group sold all
of its Shares and entered into an agreement titled "Waiver and Termination of
Certain Agreements" (the "Termination Agreement"), which provides for the
termination of the 1990 Agreement and of other related agreements, including
the voting agreement among Equity Holdings, the Company and the Hellman Group.
Certain provisions relating to indemnification rights of the Company and the
Hellman Group survived the Termination Agreement.

Based on the August 25, 1995, closing share price of Vigoro common
stock on the NYSE of $44.625 per share, as reported by the Dow Jones News
Service, the 1,760,000 shares of Vigoro had a valuation of $78,540,000. As
such, the 2,000,000 Shares acquired by the Company pursuant to the Purchase
Agreement were sold to the Company at an effective price of $39.27 per share.
However, such an effective price is not necessarily comparable to prevailing
market ask prices of the Company's Shares due to the structure of the
transaction, which included the termination of certain rights held by the
Hellman Group, and the subsequent transaction costs necessary to liquidate such
a substantial block of Vigoro stock.

In the preceding three years, the Company has acquired Shares in two
market transactions. On February 1, 1996, the Company acquired 29,000 Shares
at $47.25 per Share, for a total cost of $1,370,250, and on December 1, 1995,
the Company acquired 13,000 Shares at $40.25 per Share, for a total cost of
$523,250.

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<PAGE> 13

On December 12, 1995, Messrs. Gardner and Handy, each a director of
the Company, each exercised Options to acquire 10,000 Shares at an exercise
price of $26.50 per Share on December 12, 1995. Mr. Handy sold 15,000 Shares
on September 27, 1993, at $32.50 per Share.

The Company and Mr. Rod F. Dammeyer, President and Chief Executive
Officer of the Company, are parties to an agreement providing for Mr.
Dammeyer's employment at a base salary and annual incentive awards of 50% to
112.5% of salary, with a target of 75% of salary and such long-term incentives
as the Compensation Committee of the Company's Board of Directors in its good
judgment shall grant. Such long-term incentives have included Options to
acquire Shares.

Equity Holdings acquired 4,500 Shares on May 18, 1993, at $26.375 per
Share and 6,900 Shares on January 5, 1993, at $25.50 per Share. On March 8,
1993, Equity Holdings sold 10,000 Shares at $25.50 per Share to Mrs. Rosenberg
in a privately negotiated transaction.

Mrs. Rosenberg sold 3,333 Shares on December 22, 1993, at $33.00 per
Share and 13,333 Shares on December 16, 1993, at $33.00 per Share. Mrs.
Rosenberg exercised Options to acquire 3,333 Shares at an exercise price of
$26.25 per Share on December 22, 1993, and 13,333 Shares at an exercise price
of $26.50 per Share on December 16, 1993. Mrs. Rosenberg acquired 10,000
Shares on March 8, 1993, from Equity Holdings at $25.50 per Share. Mrs.
Rosenberg borrowed money from an affiliate of Equity Holdings to finance the
acquisition of such Shares. As of March 15, 1996, $303,669 was outstanding
under such loan, which includes accrued interest of $48,669.

Mr. Arthur A. Greenberg, an affiliate of the Purchaser as a result of
his relationship as a trustee of certain trusts which are indirect partners of
Equity Holdings, sold 2,667 Shares at $34.00 per Share on April 26, 1995, 666
Shares at $34.00 per Share on April 11, 1995, 2,834 Shares at $34.00 per Share
on April 11, 1995, 500 shares at $34.25 per Share on March 17, 1995 and 19,999
Shares at $33.00 per Share on December 22, 1993. Mr. Greenberg exercised
Options to acquire 2,667 Shares at an exercise price of $26.25 per Share on
April 26, 1995, 2,834 Shares at an exercise price of $26.50 per Share on April
11, 1995, 666 Shares at an exercise price of $26.25 on April 11, 1995, 500
Shares at an exercise price of $26.50 per Share on March 17, 1995, 16,666
Shares at an exercise price of $26.50 per Share on December 22, 1993, and 3,333
Shares at an exercise price of $26.25 per Share on December 22, 1993.

Equity Holdings has pledged 6,789,889 Shares to eight different
financial institutions as collateral for loans to Equity Holdings. Under the
various agreements, the institutions cannot vote or exercise any ownership
rights relating to the pledged shares unless there is an event of default under
the applicable agreement. All of the pledge agreements are subject to standard
default provisions.

CERTAIN TAX CONSEQUENCES

The following summary is a general discussion of certain of the United
States Federal income tax consequences of the Offer and the Merger. This
summary is based upon laws, regulations, rulings and decisions now in effect,
all of which are subject to change. No rulings as to any of the matters
discussed in this summary have been requested or received from the Internal
Revenue Service ("IRS").

HOLDERS OF SHARES ARE URGED TO CONSULT AND RELY ON THEIR OWN TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES OF TENDERING SHARES PURSUANT TO THE OFFER AND
THE TAX CONSEQUENCES OF THE MERGER.

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<PAGE> 14
1. GENERAL. Sales of Shares by holders thereof pursuant to the Offer
and the surrender of Shares by holders thereof pursuant to the Merger will be
taxable transactions for Federal income tax purposes and may also be taxable
transactions under applicable state, local, foreign and other tax laws. This
summary does not discuss any aspect of state, local or foreign tax laws. The
Federal income tax consequences to a holder of Shares may vary depending upon
the holder's particular facts and circumstances.

2. TREATMENT AS A SALE OR EXCHANGE. Under Section 302 of the
Internal Revenue Code of 1986, as amended (the "Code"), a sale of Shares
pursuant to the Offer and the surrender of Shares pursuant to the merger will,
as a general rule, be treated as a sale or exchange if the receipt of cash upon
the sale (i) results in a "complete termination" of the holder's interest in
the Company or (ii) is "not essentially equivalent to a dividend" with respect
to the holder. Since the Transaction will result in a complete termination of
each holder's interest in the Company (except for the limited exceptions
described in paragraph 4 below), holders will be treated as having sold their
Shares for income tax purposes.

Accordingly, a tendering holder of Shares or a holder transferring
Shares pursuant to the Merger will ordinarily recognize gain or loss equal to
the difference between the amount of cash received by the holder pursuant to
the Transaction and the holder's tax basis in the Shares sold pursuant to the
Transaction. If the Shares are held as capital assets, the gain or loss will
be a capital gain or loss, which will be a long-term capital gain or long-term
capital loss if the Shares have been held for more than one year. A holder of
Shares will not be permitted to recognize a loss on the sale of a Share
pursuant to the Transaction if the holder purchases a Share within a period
beginning 30 days prior to and ending 30 days after the completion of the
Transaction.

3. TAX RATES. Net capital gain (which is the excess of net long-term
capital gain over net short-term capital loss) of individuals, trusts and
estates is currently taxed at a maximum Federal income tax rate of 28%.
Dividends and short-term capital gains of individuals, trusts and estates are
taxed at ordinary income rates. Ordinary income is currently taxable to
individuals, trusts and estates at a maximum Federal income tax rate of 39.6%
(although it may be taxed at higher marginal rates due to the phase-out of
certain exemptions and deductions). Capital gains and ordinary income of
corporations are both taxed at the same Federal income tax rate, currently a
maximum of 35% (although they may be taxed at higher marginal rates due to the
phase-out of the 15%, 25% and 34% brackets).

HOLDERS OF SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
POSSIBLE IMPACT OF THE RECEIPT OF CASH FROM THE COMPANY PURSUANT TO THE OFFER
OR MERGER ON THEIR OBLIGATION TO MAKE ESTIMATED TAX PAYMENTS.

4. TREATMENT OF CERTAIN AFFILIATED HOLDERS. Any holder of Shares
which is affiliated with the Purchaser may receive tax consequences different
from those described above. These holders would include any such holders
who constructively own shares by attribution due to the Purchaser's ownership
of Shares by reason of Section 318 of the Code. Under Section 318, a holder
may constructively own Shares actually owned, and in some cases constructively
owned, by certain related individuals and certain related entities in which the
holder has an interest, as well as any Shares the holder has a right to acquire
by exercise of an option. In this case, this could occur where a holder of
Shares who transfers those shares pursuant to the Transaction also
constructively owns Shares actually owned by the Purchaser.

If by attribution, a holder would not satisfy the complete termination
test or not essentially equivalent to a dividend test, the receipt of cash
pursuant to the transaction could be treated as a distribution rather than a
sale or exchange under Section 302. If any such distribution were considered
to exist, it would result in a dividend for the holder to the extent the
Company has earnings and profits. To the extent the Company does not have
earnings and profits equal to the amount of any such distribution in excess of
any earnings and profits, the distribution will be treated first as a return of
capital up to the holder's basis and thereafter result in taxable gain to the
holder.

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<PAGE> 15
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY AND IS BASED ON EXISTING TAX LAW AS OF THE DATE OF
THIS OFFER TO PURCHASE. DUE TO THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, EACH
STOCKHOLDER IS URGED TO CONSULT HIS OR HER TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE
EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAW.

THE OFFER

1. TERMS OF THE OFFER. Upon the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will accept for
payment and thereby purchase any and all Shares validly tendered on or prior to
the Expiration Date (as hereinafter defined below) and not validly withdrawn in
accordance with the procedures set forth in "THE OFFER--Section 4. Withdrawal
Rights."

The term "Expiration Date" means 12:00 Midnight, New York City time,
on Thursday, April 25, 1996, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date
at which the Offer, as so extended by the Purchaser, shall expire. All Shares
purchased pursuant to the Offer will be purchased at the Offer Price, net to
the seller in cash.

The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend the period during which the Offer is
open for any reason, including the occurrence of any of the conditions
specified in "THE OFFER--Section 11. Conditions of the Offer," by giving oral
or written notice of such extension to the Depositary. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer, subject to the right of a tendering Stockholder to withdraw such
Stockholder's Shares. See "THE OFFER--Section 4. Withdrawal Rights."

Subject to the applicable regulations of the Commission, the Purchaser
also expressly reserves the right, in its sole discretion, at any time or from
time to time to (i) delay acceptance for payment of or, regardless of whether
such Shares were theretofore accepted for payment, payment for any Shares
pending receipt of any regulatory or governmental approvals specified in "THE
OFFER--Section 12. Certain Legal Matters," (ii) terminate the Offer and not
accept for payment any Shares upon the occurrence of any of the conditions
specified in "THE OFFER--Section 11. Conditions of the Offer," and (iii)
waive any condition or otherwise amend the Offer in any respect, by giving oral
or written notice of such extension, delay, termination, waiver or amendment to
the Depositary and by making a public announcement thereof. The Purchaser
acknowledges (i) that Rule 14e-1(c) under the Exchange Act requires the
Purchaser to pay the consideration offered or return the Shares tendered
promptly after the termination or withdrawal of the Offer, and (ii) that the
Purchaser may not delay acceptance for payment of, or payment for (except as
provided in clause (i) of the preceding sentence), any Shares upon the
occurrence of any of the conditions specified in "THE OFFER--Section 11.
Conditions of the Offer" without extending the period of time during which
the Offer is open.

Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, and such
announcement in the case of an extension will be made no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which the Purchaser may choose
to make any public announcement, subject to applicable law (including Rule
14d-4(c) under the Exchange Act, which requires that material changes be
promptly disseminated to holders of Shares), the Purchaser shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service.

If the Purchaser makes a material change in the terms of the Offer, or
if it waives a material condition of the Offer, the Purchaser will extend the
Offer to the extent required by Rule 14e-1 under the Exchange Act. The

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<PAGE> 16
minimum period during which an offer must remain open following
material changes in the terms of the offer, other than a change in price or a
change in percentage of securities sought or a change in any dealer's
soliciting fee, will depend upon the facts and circumstances, including the
materiality of the changes. With respect to a change in price or a change in
percentage of securities sought or a change in any dealer's soliciting fee, a
minimum ten-business day period from the date of such change is generally
required to allow for adequate dissemination to Stockholders. Accordingly, if
prior to the Expiration Date, the Purchaser should decrease the number of
Shares being sought, or increase or decrease the consideration offered pursuant
to the Offer, and if the Offer is scheduled to expire at any time earlier than
the period ending on the tenth business day from and including the date that
notice of such increase or decrease is first published, sent or given to
holders of Shares, the Offer will be extended at least until the expiration of
such ten-business day period. For purposes of the Offer a "business day" means
any day other than a Saturday, Sunday or federal holiday and consists of the
time period from 12:01 A.M. through 12:00 Midnight, New York City time.

This Offer to Purchase and the related Letter of Transmittal and, if
required, other relevant materials will be mailed to record holders of Shares
and will be furnished to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on the
Stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to
the conditions of the Offer (including, if the Offer is extended or amended,
the terms and conditions of any such extension or amendment) the Purchaser will
purchase, by accepting for payment, and will pay for, subject to the Minimum
Condition (which may be waived at the discretion of the Purchaser), any and all
Shares validly tendered and not properly withdrawn prior to the Expiration Date
promptly after the later to occur of (i) the Expiration Date, and (ii) the
satisfaction or waiver of the conditions of the Offer set forth in "THE
OFFER--Section 11. Conditions of the Offer." In addition, subject to
applicable rules of the Commission, the Purchaser expressly reserves the right
to delay acceptance for payment of, or payment for, Shares pending receipt of
any regulatory or governmental approvals specified in "THE OFFER--Section 12.
Certain Legal Matters."

In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares (individually a "Share Certificate" and
collectively the "Share Certificates") or timely confirmation (a "Book-Entry
Confirmation") of the book-entry transfer of such Shares into the Depositary's
account at the Depository Trust Company or the Philadelphia Depository Trust
Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the
procedures set forth in "THE OFFER--Section 3. Procedures for Tendering
Shares," (b) the Letter of Transmittal (or facsimiles thereof) properly
completed and duly executed, with any required signature guarantees, and (c)
any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering Stockholders for the purpose of receiving payment from the
Purchaser and transmitting payment to validly tendering Stockholders. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE
PURCHASER BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.

If any Shares tendered, and not withdrawn, are not purchased pursuant
to the Offer for any reason, or if Share Certificates are submitted
representing more Shares than are tendered, Share Certificates representing
unpurchased or untendered Shares will be returned, without expense to the
tendering Stockholder (or, in the case of Shares delivered by book-entry
transfer into the Depositary's account at a Book-Entry Transfer Facility
pursuant
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<PAGE> 17
to the procedures set forth in "THE OFFER--Section 3. Procedures for
Tendering Shares," such Shares will be credited to an account maintained within
such Book-Entry Transfer Facility), as promptly as practicable following the
expiration, termination or withdrawal of the Offer.

The Purchaser reserves the right to transfer or assign, in whole or
from time to time in part, to Equity Holdings or its affiliates the right to
purchase Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the Offer or
prejudice the rights of tendering Stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.

3. PROCEDURES FOR TENDERING SHARES.

VALID TENDER OF SHARES

Except as set forth below, for Shares to be validly tendered pursuant
to the Offer, the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, together with any required signature guarantees
and any other documents required by the Letter of Transmittal (all as described
in the Letter of Transmittal), must be received by the Depositary at the
address set forth on the back cover of this Offer to Purchase on or prior to
the Expiration Date and either (i) Share Certificates representing tendered
Shares must be received by the Depositary or such Shares must be tendered
pursuant to the procedure for book-entry transfer set forth below, and a
Book-Entry Confirmation must be received by the Depositary, in each case on or
prior to the Expiration Date, or (ii) the guaranteed delivery procedures set
forth below must be complied with.

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY TRANSFER

The Depositary will establish accounts with respect to the Shares at
each of the Book-Entry Transfer Facilities for purposes of the Offer within two
business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of any Book-Entry Transfer
Facility may make book-entry delivery of Shares by causing such Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account at such
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees
and any other required documents must, in any case, be transmitted to and
received by, the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed
delivery procedure set forth below must be complied with.

DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE
WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.

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<PAGE> 18
SIGNATURE GUARANTEES

Signatures on all Letters of Transmittal must be guaranteed by a firm
that is a bank, broker, credit union, savings association or other entity which
is a member in good standing of the Securities Transfer Agents Medallion
Program or by any other bank, broker, dealer, credit union, savings
association, or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Exchange Act (each of the
foregoing constituting an Eligible Institution"), unless the Shares tendered
thereby are tendered (i) by a registered owner of Shares who has not completed
either the box labeled "Special Payment Instructions" or the box labeled
"Special Delivery Instructions" on the Letter of Transmittal, or (ii) for the
account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal.

If the Share Certificates are registered in the name of the signer of
the Letter of Transmittal, no endorsements of Share Certificates or separate
stock powers are required. However, if the Share Certificates are registered
in the name of a person other than the signer of the Letter of Transmittal, or
if payment is to be made to, or Share Certificates for unpurchased Shares are
to be issued or returned to, a person other than the registered owner, then the
tendered certificates must be endorsed or accompanied by duly executed stock
powers, signed exactly as the name or names of the registered owner(s) appear
on the certificates, with the signatures on the certificates or stock powers
guaranteed by an Eligible Institution as provided in the Letter of Transmittal.
See Instructions 1 and 5 of the Letter of Transmittal.

If the Share Certificates are forwarded separately to the Depositary,
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) must accompany each such delivery.

GUARANTEED DELIVERY

If a Stockholder desires to tender pursuant to the Offer and such
Stockholder's Share Certificates are not immediately available or time will not
permit all required documents to reach the Depositary on or prior to the
Expiration Date, or the procedure for book-entry transfer cannot be completed
on a timely basis, such Shares may nevertheless be tendered if all of the
following guaranteed delivery procedures are duly complied with:

(i) such tender is made by or through an Eligible
Institution;

(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form
provided by the Purchaser, is received by the
Depositary, as provided below, on or prior to the
Expiration Date; and

(iii) the Share Certificates (or a Book-Entry Confirmation)
representing all tendered Shares in proper form for transfer
together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature
guarantees and any other documents required by the
Letter of Transmittal are received by the Depositary within
three NYSE trading days after the date of execution of
such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile transmission or mailed to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of Share Certificates for, or of Book-Entry
Confirmation with respect to, such Shares a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal. Accordingly, payment might not be made to all tendering
Stockholders at the same time, and will

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<PAGE> 19
depend upon when Share Certificates or Book-Entry Confirmations of such
Shares are received into the Depositary's account at a Book-Entry Transfer
Facility.

BACK-UP FEDERAL TAX WITHHOLDING

UNDER THE FEDERAL INCOME TAX LAWS, THE DEPOSITARY WILL BE REQUIRED TO
WITHHOLD 31 PERCENT OF THE AMOUNT OF ANY PAYMENTS MADE TO CERTAIN STOCKHOLDERS
PURSUANT TO THE OFFER. TO PREVENT BACK-UP FEDERAL INCOME TAX WITHHOLDING ON
PAYMENTS MADE TO CERTAIN STOCKHOLDERS WITH RESPECT TO THE PURCHASE PRICE OF
SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE
DEPOSITARY WITH HIS CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT HE
IS NOT SUBJECT TO BACK-UP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE INSTRUCTION 7
OF THE LETTER OF TRANSMITTAL.

APPOINTMENT AS PROXY

By executing the Letter of Transmittal, a tendering Stockholder
irrevocably appoints designees of the Purchaser, and each of them, as such
Stockholder's attorneys-in-fact and proxies, with full power of substitution,
in the manner set forth in the Letter of Transmittal, to the full extent of
such Stockholder's rights with respect to the Shares tendered by such
Stockholder and accepted for payment and paid for by the Purchaser and with
respect to any and all other Shares and other securities or rights issued or
issuable in respect of such Shares on or after the date of this Offer to
Purchase. All such proxies shall be considered coupled with an interest in the
tendered Shares, are irrevocable and are granted in consideration of, and are
effective upon, the acceptance for payment of such shares by the Purchaser in
accordance with the terms of the Offer. Upon such acceptance for payment, all
prior powers of attorney and proxies given by such Stockholder with respect to
such Shares and such other securities or rights will be revoked, without
further action, and no subsequent powers of attorneys and proxies may be given
by such Stockholder (and if given, will not be deemed effective). The
designees of the Purchaser will, with respect to the Shares for which such
appointment is effective, be empowered to exercise all voting and other rights
of such Stockholder as they in their sole discretion may deem proper at any
annual or special meeting of the Stockholders, or any adjournment or
postponement thereof, by written consent in lieu of any such meeting or
otherwise. Purchaser reserves the right to require that, in order for Shares
to be deemed validly tendered, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares.

DETERMINATION OF VALIDITY

All questions as to the form of documents and validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Purchaser, in its sole discretion, whose
determination shall be final and binding on all parties. The Purchaser
reserves the absolute right, to reject any or all tenders determined by it not
to be in proper form, or the acceptance of or payment for which may, in the
opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender of Shares of any particular Stockholder whether or
not similar defects or irregularities are waived in the case of other
Stockholders.

The Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding. No tender of Shares will be deemed to have been validly
made until all defects and irregularities have been cured or waived. None of
the Purchaser, Equity Holdings, any of their affiliates or assigns, if any, the
Depositary, the Information Agent or any other person will be under any duty to
give any notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.

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<PAGE> 20
The Purchaser's acceptance for payment of Shares tendered pursuant to
any one of the procedures described above will constitute a binding agreement
between the tendering Stockholder and the Purchaser upon the terms and subject
to the conditions of the Offer.

4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section
4, tenders of Shares made pursuant to the Offer are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided
herein, may also be withdrawn at any time sixty days after the date hereof.

If, for any reason whatsoever, acceptance for payment of any Shares
tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept
for payment or pay for Shares tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights set forth herein, the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Shares and such
Shares may not be withdrawn except to the extent that the tendering Stockholder
is entitled to and duly exercises withdrawal rights as described in this
Section 4. Any such delay will be by an extension of the Offer to the extent
required by law.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share
Certificates have been tendered) the name of the registered holder of the
Shares as set forth in the Share Certificates, if different from that of the
person who tendered such Shares. If Share Certificates have been delivered or
otherwise identified to the Depositary, then prior to the physical release of
such certificates, the tendering Stockholder must submit the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Shares tendered for the account of the
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer set forth in "THE OFFER--Section 3. Procedures for
Tendering Shares," the notice of withdrawal must specify the name and number of
the account at the appropriate Book-Entry Transfer Facility to be credited with
the withdrawn Shares, in which case a notice of withdrawal will be effective if
delivered to the Depositary by any method of delivery described in the first
sentence of this paragraph. Withdrawals of Shares may not be rescinded. Any
Shares properly withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be retendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in "THE OFFER--Section 3.
Procedures for Tendering Shares."

All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion whose determination shall be final and binding. None of the
Purchaser, Equity Holdings, any of their affiliates or assigns, if any, the
Depositary, the Information Agent or any other person will be under any duty to
give any notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.

5. PRICE RANGE OF SHARES. The Shares principally trade in the
national over-the-counter securities market as reported by NASDAQ under the
trading symbol GAMI. The following table sets forth, for the periods
indicated, the high and low bid prices per Share as reported in the Company's
Annual Report to Stockholders on Form 10-K for the year ended December
31, 1995 or in published financial sources. The over-the-counter quotations
represent inter-dealer quotations without adjustment for retail markup,
markdown or commissions, and do not represent actual transactions.

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<PAGE> 21

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Year Ended December 31, 1994
First Quarter . . . . . . . . . . . . $31.00 $29.00
Second Quarter . . . . . . . . . . . . $32.00 $30.00
Third Quarter . . . . . . . . . . . . $33.00 $32.00
Fourth Quarter . . . . . . . . . . . . $34.25 $33.00

Year Ended December 31, 1995
First Quarter . . . . . . . . . . . . $34.50 $33.50
Second Quarter . . . . . . . . . . . . $33.50 $33.50
Third Quarter . . . . . . . . . . . . $36.50 $33.50
Fourth Quarter . . . . . . . . . . . . $45.00 $36.50
</TABLE>

On March 28, 1996, the last full trading day prior to the
commencement of the Offer, the last reported sale price per Share, as reported
by NASDAQ, was $46.50.

STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES.

6. EFFECT OF THE OFFER ON THE MARKET FOR SHARES; EXCHANGE ACT
REGISTRATION. Any purchase of Shares pursuant to the Offer will reduce the
number of Shares that trade publicly and the number of Stockholders, which
would adversely affect the liquidity and market value of any remaining Shares
held by the public after the Offer (assuming that the Purchaser does not effect
the Merger). Notwithstanding the intention of the Purchaser to effectuate the
Merger and eliminate the Shares of minority Stockholders pursuant to Section
253 of the DGCL, if the Purchaser does not consummate the Merger, any purchase
of Shares pursuant to the Offer may reduce the number of Stockholders of the
Company below 300. In this event, the Company likely would terminate the
registration of Shares under the Exchange Act, Shares would be no longer
eligible for reporting by NASDAQ, and Shares would, as a result, no longer
constitute "margin securities" for purposes of the margin regulations of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
and, therefore, could no longer be used as collateral for loans made by
brokers.

Termination of registration of the Shares under the Exchange Act
would substantially reduce the information required to be furnished by the
Company to its Stockholders and would make certain provisions of the Exchange
Act, such as the short-swing profit recovery provisions of Section 16(b) and
the requirement of furnishing a proxy statement in connection with
Stockholders' meetings pursuant to Section 14(a), no longer applicable to the
Company. Furthermore, if the Purchaser acquires a substantial number of
Shares, the ability of "affiliates" of the Company and persons holding
"restricted securities" of the Company to dispose of such securities pursuant
to Rule 144 under the Securities Act of 1933 may be impaired or eliminated.

7. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a
Delaware corporation with its principal executive offices located at Two North
Riverside Plaza, Chicago, Illinois 60606. Its telephone number at that address
is (312) 648-5656. According to the Form 10-K for the year ended December 31,
1995, the Company is a diversified holding company. The Company holds three
major investments, consisting of a 70 percent interest (14.0 million shares) in
Falcon a seven percent interest (approximately 6.5 million shares) in IMC
Global, and two operating businesses, Lapp Insulator Company ("Lapp") and Denman
Tire Corporation ("Denman"). During 1995, the Company divested a number of its
businesses. The Company reported that, in the future, its activities will
relate to managing the Lapp, Denman and Falcon operations, monitoring its
investment in IMC Global, completing certain divestitures, disposing of certain
non-operating assets and liabilities remaining from completed divestitures, and
considering new investments into operating companies and/or taking positions in
securities of other companies. A more detailed description of the Company,
including a description of the

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<PAGE> 22
Company's divestitures during 1995, is contained in the Company's Annual
Report on Form 10-K, which is incorporated herein by reference.

SELECTED FINANCIAL DATA

Set forth below is certain selected summary consolidated financial
information of the Company as of and for the fiscal years ended December 31,
1995 and 1994, which was excerpted and derived from the Company's Annual Report
on Form 10-K for the year ended December 31, 1995. More comprehensive
financial information is included in these reports and other documents filed by
the Company with the Commission, and the following summary is qualified in its
entirety by reference to such reports and other documents and all of the
financial information and notes contained therein. These reports and other
documents may be examined and copies may be obtained in the manner set forth
above.

GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIO DATA)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------

1995 1994
---- ----

<S> <C> <C>
STATEMENT OF INCOME DATA:
Net Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $611.9 $592.7
Income from Continuing Operations . . . . . . . . . . . . . . . . 34.0 92.4
Income (Loss) From Discontinued Operations . . . . . . . . . . . (70.9) (28.3)
Extraordinary Item (Loss) . . . . . . . . . . . . . . . . . . . . -- (12.0)
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . (36.9) 52.1
Dividends on Subsidiary Preferred Stock . . . . . . . . . . . . . (1.6) (3.1)
Net Income (Loss) to Common Stockholders . . . . . . . . . . . . (38.5) 49.0
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . 3.6x 2.4x

Per Share Data:
Income From Continuing Operations . . . . . . . . . . . . . . . . $ 3.08 $ 7.98
Income (Loss) From Discontinued Operations . . . . . . . . . . . (6.75) (2.53)
Extraordinary Item (Loss) . . . . . . . . . . . . . . . . . . . . -- 1.07
Net Income (Loss) to Common Stockholders . . . . . . . . . . . . (3.67) 4.38
</TABLE>

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<PAGE> 23
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
BALANCE SHEET DATA:
Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . $118.9 $364.7
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 744.5 947.8
Total Assets less Goodwill . . . . . . . . . . . . . . . . . . . 705.1 882.0
Stockholders' Equity(1) . . . . . . . . . . . . . . . . . . . . . 133.9 249.1

Book Value Per Share(2) . . . . . . . . . . . . . . . . . . . . . . . $14.52 $22.28
-----------------------
</TABLE>

(1) Stockholders' Equity at December 31, 1995 does not reflect the
unrecorded appreciation on the Company's investment in IMC Global and
Falcon. See "Liquidity and Capital Resources" in the Company's Annual
Report on Form 10-K for a discussion of such amount. As of March 1,
1996, as a result of the merger between IMC Global and Vigoro, the
Company recognized an after tax gain of approximately $143.0 million.
The resulting Stockholders' Equity at March 1, 1996 was $275.3 million,
or approximately $29.94 per Share. At March 1, 1996, the price per
share of IMC Global, as reported on the NYSE Composite Tape, was
$41.875, and at March 28, 1996 (the last full trading day prior to the
commencement of the Offer), the price per share of IMC Global was
$36.375. The Stockholders' Equity at March 1, 1996, does not include
unrecorded appreciation on the Company's investment in Falcon. If the
Stockholders' Equity reflected such unrecorded appreciation in the
Company's investment in Falcon, Stockholders' Equity on March 1, 1996
would have been approximately $407.4 million, or $44.32 per Share. As
of March 1, 1996, the closing price per share of Falcon, as reported on
the NYSE Composite Tape, was $9.50, and on March 28, 1996, the closing
price per share was $9.125.

(2) Based on Shares outstanding at end of period.

Except as otherwise set forth herein, the information concerning the
Company contained herein has been taken from or is based upon documents on file
with the Commission or otherwise publicly available.

8. CERTAIN INFORMATION CONCERNING EQUITY HOLDINGS AND THE
PURCHASER. The Purchaser, a Delaware corporation wholly owned by Equity
Holdings, was organized recently for the purpose of commencing the Offer and
effecting the Merger and has not conducted any business since its incorporation
other than as disclosed herein. Equity Holdings is engaged in the business of
making investments in operating businesses and securities. The principal
executive offices of Equity Holdings and the Purchaser are located at Two North
Riverside Plaza, Chicago, Illinois 60606 and the telephone number at that
address is (312) 454-0100.

Equity Holdings's sole general partners are Samuel Zell, Trustee of
the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990,
and Ann Lurie and Sheli Z. Rosenberg, Co-Trustees of the Robert H. and Ann
Lurie Trust. Mr. Zell is a Director and Chairman of the Board of the Company.
Mrs. Rosenberg is a Director of the Company. Additionally, Ms. Lurie and Mrs.
Rosenberg are trustees or co-trustees of certain trusts which are indirect
limited partners of Equity Holdings.

9. SOURCE AND AMOUNT OF FUNDS. If all outstanding Shares (other
than shares owned by Equity Holdings and Shares subject to Options) are
purchased pursuant to the Offer, the maximum amount required by the Purchaser
to purchase such Shares will be approximately $55,575,350. In addition, the
Purchaser and Equity Holdings expect to incur expenses of $177,000 in
connection with the Transaction. The Purchaser plans to obtain all funds
needed to purchase Shares pursuant to the Offer and to pay related fees and
expenses either through capital

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<PAGE> 24
contributions that will be made by Equity Holdings or with the working capital
of the Company (in the event the Merger is consummated prior to payment for
Shares), or a combination of the foregoing.

10. DIVIDENDS AND DISTRIBUTIONS. On January 3, 1995, the Company
paid a cash dividend of $.90 per Share to all Stockholders, except Equity
Holdings. For such dividend, Equity Holdings received a dividend equal to $.90
per Share, comprised of all rights and title to a loan made by the Company and
cash. See "SPECIAL FACTORS--Past Contacts and Transactions Between Equity
Holdings and the Company." Upon consummation of the Merger, the Company may
make dividends and distributions to its sole Stockholder based on a variety of
considerations, including general economic conditions that exist at the time a
dividend or distribution is contemplated.

11. CONDITIONS OF THE OFFER. The Offer is conditioned upon, among
other things, there having been validly tendered (and not validly withdrawn)
prior to the Expiration Date a number of Shares such that, upon consummation of
the Offer, the Purchaser and Equity Holdings together would own a number of
Shares representing at least 90 percent of outstanding Shares. The Purchaser
expects that, concurrently with the Merger, all Options will be redeemed by the
Company and not exercised into Shares. As a result, the Purchaser estimates
that approximately 193,000 Shares will need to be validly tendered (and not
validly withdrawn) to satisfy the Minimum Condition. The Purchaser expressly
reserves the right to waive the Minimum Condition and to purchase any Shares
validly tendered (and not validly withdrawn) pursuant to the Offer.
Notwithstanding any other provisions of the Offer and in addition to (and not
in limitation of) the Purchaser's rights to extend and amend the Offer at any
time in its sole discretion, the Purchaser shall not be required to accept for
payment, purchase or pay for, subject to Rule 14e- 1(c) under the Exchange Act,
any tendered Shares (whether or not any Shares have theretofore been accepted
for payment or paid for pursuant to the Offer), and may terminate the Offer as
to any Shares not then paid for, if at any time before the time of acceptance
for payment of any such Shares, any one or more of the following events shall
occur:

(a) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or the over-the-counter market in the United
States, (ii) a declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States (whether or not
mandatory), (iii) the commencement or escalation of a war, armed
hostilities or other national or international crisis involving the
United States, (iv) any limitation (whether or not mandatory) imposed
by any governmental authority on, or any other event that might have
material adverse significance with respect to, the nature or extension
of credit or further extension of credit by banks or other lending
institutions in the United States, or (v) in the case of any of the
foregoing, a material acceleration or worsening thereof; or

(b) any material adverse change (or any condition, event or
development involving a prospective material adverse change) shall
have occurred or be likely to occur in the business, prospects,
financial condition, results of operations, properties, assets,
liabilities, capitalization, stockholders' equity, licenses,
franchises or businesses of the Company and its subsidiaries taken as
a whole; or

(c) there shall have been threatened, instituted or pending
any action, proceeding, application, claim or counterclaim by any
government or governmental authority or agency, domestic or foreign,
or by or before any court or governmental, regulatory or
administrative agency, authority or tribunal, domestic, foreign or
supranational, which (i) challenges the acquisition by the Purchaser
of the Shares, restrains, prohibits or delays or seeks to restrain,
prohibit or delay the performance of the transactions contemplated by
the Merger or seeks to obtain any material damages as a result
thereof, (ii) makes or seeks to make illegal, the acceptance for
payment, purchase or payment for any Shares or the consummation of the
Offer or the Merger, (iii) prohibits or limits or seeks to prohibit or
limit the ownership or operation by the Purchaser or any of its
affiliates of all or any substantial portion of the business or assets
of the Company or any of its subsidiaries or of the Purchaser or any
of its affiliates or compels or seeks to

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<PAGE> 25
compel the Purchaser or any of its affiliates to dispose of or to hold
separate all or any substantial portion of the business or assets of
the Company or any of its subsidiaries or of the Purchaser or any of
its affiliates, or imposes or seeks to impose any material limitation
on the ability of the Purchaser to conduct such business or own such
assets, (iv) imposes or seeks to impose limitations on the ability of
the Purchaser or any affiliate of the Purchaser to acquire or hold or
to exercise full rights of ownership of the Shares, including, but not
limited to, the right to vote any Shares purchased by them on all
matters properly presented to the Stockholders or would otherwise
adversely affect the Company or its subsidiaries or their respective
businesses or assets, (v) may result in a material diminution in the
benefits expected to be derived by the Purchaser or any of its
affiliates as a result of the transactions contemplated by the Merger,
(vi) seeks to impose voting, procedural, price or other requirements
in addition to those under the DGCL and federal securities laws (each
as in effect on the date of commencement of the Offer) or any material
condition to the Offer that is unacceptable to the Purchaser or any of
its affiliates, or (vii) challenges or adversely affects the Offer or
the Merger; or

(d) there shall be any action taken, or any statute, rule,
regulation, order or injunction shall have been enacted, promulgated,
entered, enforced or deemed applicable to the Offer or the Merger, or
any other action shall have been taken, by any government,
governmental authority or court, domestic, foreign or supranational,
or in the reasonable good faith judgment of the Purchaser could be
expected to result, in any of the consequences referred to in clause
(i) through (vii) of paragraph (c) above; or

(e) the Company or any of its subsidiaries shall have
authorized, recommended, proposed or announced an agreement, or
intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any acquisition or
disposition of a material amount of assets or securities, or any
comparable event, not in the ordinary course of business consistent
with past practices; or

(f) either the Purchaser or Equity Holdings shall not have
received any necessary third-party consent or waiver to transfer
ownership of Shares to the Purchaser or to effect any other aspect of
the Offer or the Merger; or

(g) the Purchaser shall become aware that any material right
of the Company or any of its subsidiaries under any governmental
license, permit or authorization is reasonably likely to be impaired
or otherwise adversely affected as a result of, or in connection with,
the transactions contemplated by the Offer or the Merger.

The foregoing conditions are for the sole benefit of the Purchaser,
shall be subject to the sole interpretation of the Purchaser and may be
asserted by the Purchaser regardless of the circumstances giving rise to any
such condition and may be waived by the Purchaser, in whole or in part, at any
time and from time to time, in the sole discretion of the Purchaser. The
failure by the Purchaser at any time to exercise any of the foregoing rights
will not be deemed a waiver of any other right and each right will be deemed an
ongoing right which may be asserted at any time and from time to time.

12. CERTAIN LEGAL MATTERS. Based on information provided by the
Company, the Purchaser is not aware of any license or regulatory permit that
appears to be material to the business of the Company and its subsidiaries,
taken as a whole, that might be adversely affected by the acquisition of Shares
by the Purchaser pursuant to the Offer or, except as set forth herein, of any
approval or other action by any governmental, administrative or regulatory
agency or authority that would be required prior to the acquisition of Shares
by the Purchaser pursuant to the Offer. Should any such approval or other
action be required, the Purchaser currently contemplates that such approval or
other action will be sought. While, except as described in this Offer to
Purchase, the Purchaser does not currently intend to delay the acceptance for
payment of Shares tendered pursuant to the Offer pending the outcome of any
such matter, there can be no assurance that any such approval or other

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<PAGE> 26
action, if needed, would be obtained or would be obtained without substantial
conditions or that adverse consequences might not result to the Company's
business. The Purchaser's obligation under the Offer to accept for payment and
pay for Shares is subject to certain conditions, including conditions relating
to the legal matters discussed in this Section 12. See "THE OFFER--Section 11.
Conditions of the Offer."

APPRAISAL RIGHTS. Holders of Shares will not have appraisal rights as
a result of the Offer. If the Merger is consummated, however, persons who hold
Shares at that time would have the right to appraisal of their Shares in
accordance with Section 262 of the DGCL (which is reproduced in full in
Schedule II hereto). Such appraisal rights, if the statutory procedures are
complied with, would result in a judicial determination of the "fair value" of
the Shares owned by such holders. Any such judicial determination of the fair
value of the Shares could be based upon considerations other than or in
addition to the price paid in the Offer and the Merger and the market value of
the Shares, including asset values, the investment value of the Shares and any
other valuation considerations generally accepted in the investment community.
The value so determined for Shares could be more or less than the value of the
consideration per Share to be paid pursuant to the Offer or the Merger and
payment of such consideration would take place subsequent to payment pursuant
to the Offer.

Several recent decisions by the Delaware courts have held that a
substantial stockholder of a corporation involved in a merger has a fiduciary
duty to the other stockholders which requires that the merger be fair to such
other stockholders. In determining whether a merger is fair to minority
stockholders, the Delaware courts have considered, among other things, the type
and amount of consideration received by the stockholders and whether there was
fair dealing among the parties. The Delaware Supreme Court indicated in
Weinberger v. UOP, Inc. and Rabkin v. Philip A. Hunt Chemical Corp. that
ordinarily the remedy available to stockholders in a merger that is found not
to be "fair" to minority stockholders is the right to appraisal described above
or a damages remedy based on essentially the same principles.

No provision has been made by the Company, the Purchaser or Equity
Holdings to allow access to the Company's files by unaffiliated Stockholders or
to obtain counsel or appraisal services at the expense of the Company, the
Purchaser or Equity Holdings.

STATE ANTI-TAKEOVER LAWS. A number of states have adopted
"anti-takeover" statutes which purport, to varying degrees, to be applicable to
attempts to acquire securities of corporations which are incorporated in such
states, or whose business operations have substantial economic effects in such
states, or which have substantial assets, security holders, principal executive
officers or principal places of business in such states. In that regard, it
should be noted that in 1982 in Edgar v. MITE Corporation, the Supreme Court of
the United States invalidated on constitutional grounds the Illinois Business
Takeover Act, which, as a matter of state securities law, made takeovers of
corporations meeting certain requirements more difficult. However, in 1987, in
CTS Corp v. Dynamics Corp. of America, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining stockholders, provided that such laws were applicable
under certain conditions, in particular, that the corporation has a substantial
number of stockholders in the state and is incorporated there.

The Company is incorporated under the laws of the State of Delaware.
Section 203 of the DGCL, subject to certain exceptions, prevents an "interested
stockholder" (generally a person who owns or has the right to acquire 15% or
more of a corporation's outstanding voting stock, or an affiliate or associate
thereof) from engaging in a "business combination" (defined to include mergers
and certain other transactions) with a Delaware corporation for a period of
three years following the date such person became an interested stockholder
unless, among other things, prior to such date, the board of directors of the
corporation approved either the business combination or the transaction in
which the interested stockholder became an interested stockholder. The Section
203 limitations are not applicable to the Company and will not apply to the
Merger.

-23-

<PAGE> 27
Should any government official or any other person seek to apply any
other state anti-takeover statute or regulation to the Transaction, the
Purchaser will take such action as then appears desirable, which may include
contesting the validity or applicability of any such statute in appropriate
legal proceedings. If it is asserted that one or more state anti-takeover
statutes are applicable to the Offer, and an appropriate court does not
determine that such statutes and regulations are inapplicable or invalid as
applied to the Offer, the Purchaser might be required to file certain
information with, or receive approvals from, the relevant state authorities,
and the Purchaser might be unable to purchase or pay for Shares tendered
pursuant to the Offer, or be delayed in continuing or consummating the Offer.
In such case, the Purchaser may not be obligated to accept for payment or pay
for any Shares tendered. See "THE OFFER--Section 11. Conditions of the
Offer."

FEDERAL RESERVE BOARD REGULATIONS. Federal Reserve Board Regulations
G, U and X (the "Margin Regulations") restrict the extension or maintenance of
credit for the purpose of buying or carrying margin stock, such as the Shares,
if the credit is secured directly or indirectly by margin stock. Such secured
credit may not be extended or maintained in an amount that exceeds the maximum
loan value of the collateral. The Purchaser and Equity Holdings believe that
any financing in connection with the Offer will not be in violation of the
Margin Regulations.

13. CERTAIN FEES AND EXPENSES; UTILIZATION OF COMPANY EMPLOYEES.

The Purchaser has retained Georgeson & Company Inc. to act as the
Information Agent and Chemical Mellon Shareholder Services, L.L.C. to act as
the Depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telex, telegraph and personal interview
and may request brokers, dealers, banks, trust companies and other nominee
stockholders to forward the Offer materials to beneficial owners. The
Information Agent and the Depositary each will receive reasonable and customary
compensation for their services, will be reimbursed for certain reasonable
out-of-pocket expenses and will be indemnified against certain liabilities and
expenses in connection therewith, including certain liabilities under the
federal securities laws.

Brokers, dealers, commercial banks and trust companies will be
reimbursed by the Purchaser for customary mailing expenses incurred by them in
forwarding by the Purchaser and Equity Holdings material to their customers.

It is estimated that the expenses incurred by the Purchaser and Equity
Holdings in connection with the Transaction will be approximately as set forth
below:

<TABLE>
<S> <C>
Information Agent Fees and Expenses . . . . . . . . . . . . . . . $ 10,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 100,000
Printing, Mailing, Solicitation,
Distribution and Depositary Expenses. . . . . . . . . . . . . . 40,000
Filing Fees and Related Expenses . . . . . . . . . . . . . . . . . 12,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
-----------

Total $ 177,000
===========
</TABLE>

Certain employees of the Company have assisted the Purchaser with
respect to the Transaction, primarily by providing information concerning the
Company for the preparation of this Offer to Purchase to comply with
requirements under the Exchange Act. Principally, this information has
included financial information of the Company and stock ownership and stock
transaction data with respect to officers and directors of the Company. No
employee of the Company has, or will, receive any additional or separate
compensation for such services.

-24-

<PAGE> 28
14. MISCELLANEOUS. The Offer is being made to all Stockholders,
but is not being made in any jurisdiction where the making of such would be
illegal. The Purchaser is not aware of any state in which the making of the
Offer is prohibited by administrative or judicial action pursuant to a state
statute. If the Purchaser becomes aware of any state where the making of the
Offer is so prohibited, the Purchaser will make a good faith effort to comply
with any such statute or seek to have such statute declared inapplicable to the
Offer. If, after such good faith effort, the Purchaser cannot comply with any
applicable statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) holders of Shares in such state. In any jurisdiction,
the securities laws or blue sky laws of which require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
the Purchaser by one or more registered brokers or dealers that are licensed
under the laws of, and represent the Stockholder residing in, such
jurisdiction.

No person has been authorized to give any information or make any
representation on behalf of the Purchaser or Equity Holdings not contained
herein or in the Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized.

Pursuant to Rules 13d-1 and 13e-3 and Regulation 14D-1 of the General
Rules and Regulations under the Exchange Act, the Purchaser and Equity Holdings
have filed a Rule 13e-3 Transaction Statement and a Tender Offer Statement on
Schedule 14D-1 (which includes Amendment No. 42 to Schedule 13D of Equity
Holdings and the Purchaser), together with exhibits in each case, furnishing
additional information with respect to the Offer and Merger. Such Statements
and any amendments thereto, including exhibits, may be inspected and copies may
be obtained at the same places and in the same manner as set forth with respect
to information concerning the Company in "AVAILABLE INFORMATION" (except that
they will not be available at the regional offices of the Commission).

GAMI Merger Co.

March 29, 1996

-25-

<PAGE> 29

Schedule I

The following table sets forth (i) the name, address, and current
principal occupation or employment of the directors and executive officers of
the Company and the Purchaser, (ii) the name and address of Equity Holdings,
its general partners and (iii) the name, address and current principal
occupation of certain persons affiliated with the Company, and such persons
controlling Equity Holdings's general partners and the number and percentage of
Shares beneficially owned by such persons as of the date hereof.

<TABLE>
<CAPTION>
Occupation Number of Shares
Name/Address or Employment Beneficially Owned(1)
------------ ------------- ---------------------
<S> <C> <C> <C>

Equity Holdings Limited, an 8,082,744 87.9%
Illinois Limited Partnership
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606

General Partners of Equity Holdings(4)
--------------------------------------

Samuel Zell Revocable Trust Chairman of the Board of Directors. Mr. 8,082,744 87.9%
Samuel Zell (Trustee) Zell had been President from June 1990 8,106,077(2),(3) 87.9%
until February 1994, and Chief Executive
Officer from 1983 until February 1994 of
the Company. Mr. Zell is Chairman of the
Board of Equity Group Investments, Inc.
("Equity Group") and Equity Financial and
Management Company ("Equity Financial").
Mr. Zell was President and Chief Executive
Officer of Equity Group and Equity Financial
until November 1994.

Robert H. and Ann Lurie Trust Ms. Lurie has been a self-employed private 8,082,744(2) 87.9%
Ann Lurie (Co-Trustee) investor for the past five years. 8,082,744(2) 87.9%

Sheli Z. Rosenberg (Co-Trustee) Mrs. Rosenberg has been President and 8,144,111(2),(3) 88.4%
Chief Executive Officer since November
1994 of Equity Group and Equity Financial
and was Executive Vice President of Equity
Group since 1986, and of Equity Financial
since 1980. Both firms are privately
owned affiliated investment management
companies. Mrs. Rosenberg is a member of
the law firm of Rosenberg & Liebentritt,
P.C. Mrs. Rosenberg had been Vice
President and General Counsel of the
Company from October 1985 until March
1995.

</TABLE>

<PAGE> 30

<TABLE>
<CAPTION>
Occupation Number of Shares
Name/Address or Employment Beneficially Owned(1)
------------ ------------- ---------------------
<S> <C> <C> <C>

GAMI Merger Co. 0 *
Two North Riverside Plaza
Chicago, Illinois 60606

Executive Officers of
GAMI Merger Co.(4)
---------------
Samuel Zell See above 8,106,077(2),(3) 87.9%
Sheli Z. Rosenberg See above 8,144,111(2),(3) 88.4%

Director of GAMI Merger Co.
---------------------------
Samuel Zell See above 8,106,077(2),(3) 87.9%

Executive Officers of Great American
Management and Investment, Inc.(4)
-------------------------------
Rod F. Dammeyer President and 38,333(3)(5) *
Chief Executive Officer

Gus J. Athas Senior Vice President and General Counsel 0 *
Sam A. Cottone Senior Vice President and Chief Financial 0 *
Officer

Directors of Great American Management
and Investment, Inc.(4)

Rod F. Dammeyer President and Chief Executive Officer of 38,333(3) *
the Company since February 1994. Mr.
Dammeyer is also President, Chief
Executive Officer and a director of
Anixter International Inc. ("Anixter")
since 1993. Since 1985, Mr. Dammeyer had
served as President and a director of
Anixter.
Bradbury Dyer, III Mr. Dyer is the founder and sole general 340,333(3)(5) 3.7%
Paragon Associates partner of Paragon Associates and Paragon
500 Crescent Court, Suite 260 Associates II, private investment
Dallas, Texas 75201 partnerships.

David A. Gardner Mr. Gardner is President of Gardner 99,333(3) 1.1%
445 Park Avenue Capital Corporation, a privately owned
New York, New York 10022 real estate and venture capital investor.
William K. Hall Mr. Hall has been President, Chief 32,000(3) *
Executive Officer and a director of Eagle
Industries, Inc. ("Eagle") since 1990.
Mr. Hall has been President, Chief
Executive Officer and a director of Falcon
Building Products, Inc. ("Falcon") since
1994.

</TABLE>

-2-

<PAGE> 31

<TABLE>
<CAPTION>
Occupation Number of Shares
Name/Address or Employment Beneficially Owned(1)
------------ ------------- ---------------------
<S> <C> <C> <C>

F. Philip Handy Mr. Handy is President of Winter Park 51,133(3) *
Winter Park Capital Co. Capital Company, a private investment
200 East New England, Suite 301 firm. Mr. Handy was previously a director
Winter Park, Florida 32789 of the Company from 1980 to 1984.

Sheli Z. Rosenberg See above 8,144,111(3) 88.4%

Joseph P. Sullivan Mr. Sullivan is the Chairman of the 23,333(3) *
225 North Michigan Avenue Executive Committee of the Board of
Suite 2416 Directors of IMC Global, Inc. since March
Chicago, Illinois 60601 1996. Mr. Sullivan had been Chairman of
the Board of The Vigoro Corporation from
March 1991 until March 1996 and was Chief
Executive Officer of that company from March
1991 until September 1994 and President
from January 1986 until March 1991.

Samuel Zell See above 8,106,077(2),(3) 87.9%

Affiliates4
----------

Arthur A. Greenberg Mr. Greenberg has been a principal of the 8,105,411(2),(3) 88.1%
accounting firm of Greenberg & Pociask,
Ltd., since 1971. He has been a director
and Executive Vice President of Equity
Group and Equity Financial since 1986 and
1971, respectively. Mr. Greenberg was an
Executive Vice President and Chief
Financial Officer of the Company from 1986
until March 1995.

</TABLE>

- - ---------------
*Indicates less than 1% of class.

Notes:

1 For purposes of this Schedule I, the number of shares owned is
calculated according to the definition of beneficial ownership under
Rule 13d-3 of the Exchange Act ("Rule 13d-3"). The percentage
ownership is based on 9,194,251 Shares outstanding, plus the amount of
Options held by such person which are exercisable within sixty days of
the date hereof.

2 Includes all Shares owned by Equity Holdings, pursuant to Rule 13d-3.
Messrs. Zell and Greenberg and Mrs. Rosenberg and Ms. Lurie disclaim
beneficial ownership of Shares owned by Equity Holdings.

3 Includes Options which are exercisable into Shares within sixty days
of the date hereof, one Option for one Share, as follows: 23,333
Options for Mr. Zell, 16,667 Options for Mrs. Rosenberg, 38,333
Options for Mr. Dammeyer, 23,333 Options for Mr. Dyer, 23,333 Options
for Mr. Gardner, 10,000 Options for Mr.

-3-

<PAGE> 32

Hall, 23,333 Options for Mr. Handy, 23,333 Options for Mr. Sullivan,
and 6,667 Options for Mr. Greenberg.

4 Unless otherwise designated, the business address for such persons is
Two North Riverside Plaza, Chicago, Illinois 60606.

5 317,000 Shares are held by Paragon Joint Venture, a joint venture
formed by Paragon Associates and Paragon Associates II, both Texas
Limited Partnerships. Under the terms of the joint venture agreement,
Paragon and Paragon II have beneficial ownership of the Shares in
proportion to their respective accounts in the joint venture. Mr. Dyer
does not have direct beneficial ownership in these Shares; however,
Mr. Dyer, as sole general partner of Paragon and Paragon II and agent
for Paragon Joint Venture, may be deemed to have indirect ownership of
these Shares. Mr. Dyer, in his role as general partner of Paragon and
Paragon II and as agent for Paragon Joint Venture, has sole voting and
dispositive powers in regard to these Shares.

-4-

<PAGE> 33

Schedule II

The following is reproduced from Section 262 of the Delaware General
Corporation Law.

SECTION 262 APPRAISAL RIGHTS. (a) Any stockholder of a corporation
of this State who holds shares of stock on the date of the making of a demand
pursuant to subsection (d) of this section with respect to such shares, who
continuously holds such shares through the effective date of the merger or
consolidation, who has otherwise complied with subsection (d) of this section
and who has neither voted in favor of the merger or consolidation nor consented
thereto in writing pursuant to Section 228 of this title shall be entitled to
an appraisal by the Court of Chancery of the fair value of his shares of stock
under the circumstances described in subsections (b) and (c) of this section.
As used in this section, the word "stockholder" means a holder of record of
stock in a stock corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of
a nonstock corporation; and the words "depository receipt" mean a receipt or
other instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class
or series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to Section 251 (other than a merger effected pursuant to
subsection (g) of Section 251), 252, 254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal rights under this
section shall be available for the shares of any class or series of stock,
which stock, or depository receipts in respect thereof, at the record date
fixed to determine the stockholders entitled to receive notice of and to vote
at the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held of
record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its approval
the vote of the holders of the surviving corporation as provided in subsection
(f) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders thereof
are required by the terms of an agreement of merger or consolidation pursuant
to Sections 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:

a. Shares of stock of the corporation surviving or
resulting from such merger or consolidation, or depository receipts in respect
thereof;

b. Shares of stock of any other corporation, or
depository receipts in respect thereof, which shares of stock or depository
receipts at the effective date of the merger or consolidation will be either
listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional
depository receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock,
depository receipts and cash in lieu of fractional shares or fractional
depository receipts described in the foregoing subparagraphs a., b. and c. of
this paragraph.

-1-

<PAGE> 34

(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under Section 253 of this title is not
owned by the parent corporation immediately prior to the merger, appraisal
rights shall be available for the shares of the subsidiary Delaware
corporation.

(c) Any corporation may provide in its certificate of incorporation
that appraisal rights under this section shall be available for the shares of
any class or series of its stock as a result of an amendment to its certificate
of incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal
rights are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to the
meeting, shall notify each of its stockholders who was such on the record date
for such meeting with respect to shares for which appraisal rights are
available pursuant to subsections (b) or (c) hereof that appraisal rights are
available for any or all of the shares of the constituent corporations, and
shall include in such notice a copy of this section. Each stockholder electing
to demand the appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written
demand as herein provided. Within 10 days after the effective date of such
merger or consolidation, the surviving or resulting corporation shall notify
each stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or

(2) If the merger or consolidation was approved pursuant to
Section 228 or 253 of this title, the surviving or resulting corporation,
either before the effective date of the merger or consolidation or within 10
days thereafter, shall notify each of the stockholders entitled to appraisal
rights of the effective date of the merger or consolidation and that appraisal
rights are available for any or all of the shares of the constituent
corporation, and shall include in such notice a copy of this section. The
notice shall be sent by certified or registered mail, return receipt requested,
addressed to the stockholder at his address at it appears on the records of the
corporation. Any stockholder entitled to appraisal rights may, within 20 days
after the date of mailing of the notice, demand in writing from the surviving
or resulting corporation the appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation of any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements
of subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after his written

-2-

<PAGE> 35

request for such a statement is received by the surviving or resulting
corporation or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of
a copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in such a newspaper
of general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved as the Court deems advisable. The forms of
the notices by mail and by publication shall be approved by the Court, and the
costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have been become
entitled to appraisal rights. The Court may require the stockholders who have
demanded an appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any
stockholder fails to comply with such direction, the Court may dismiss the
proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the
Court shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of this State
or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

-3-

<PAGE> 36

(k) From and after the effective date of the merger or consolidation,
no stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall
deliver to the surviving or resulting corporation a written withdrawal of his
demand for an appraisal and an acceptance of the merger or consolidation,
either within 60 days after the effective date of the merger or consolidation
as provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the
Court of Chancery shall be dismissed as to any stockholder without the approval
of the Court, and such approval may be conditioned upon such terms as the Court
deems just.

(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

-4-

<PAGE> 37

THE INFORMATION AGENT FOR THE OFFER IS:

GEORGESON
& COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
BANKS AND BROKERS CALL: (212) 440-9800

THE DEPOSITARY FOR THE OFFER IS:

CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.

<TABLE>
<S> <C>
By Mail: By Hand/Overnight:
Chemical Mellon Shareholder Services, L.L.C. Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department Reorganization Department
PO Box 817 120 Broadway
Midtown Station 13th Floor
New York, New York 10018 New York, New York 10271
</TABLE>

By Facsimile Transmission:
(201) 296-4293
or
(201) 296-4291

Confirm by Telephone:
(212) 296-4209

<PAGE> 1

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock
of
Great American Management and Investment, Inc.

Pursuant to the Offer to Purchase dated March 29, 1996
by
GAMI Merger Co.

an entity wholly owned by
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED.

The Depositary for the Offer is:

CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C>

By Mail: By Hand/Overnight:
Chemical Mellon Shareholder Services, L.L.C. Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department Reorganization Department
PO Box 817 120 Broadway
Midtown Station 13th Floor
New York, New York 10018 New York, New York 10271
</TABLE>

By Facsimile Transmission:
(201) 296-4293
or
(201) 296-4291

Confirm by Telephone:
(212) 296-4209

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER
OF TRANSMITTAL IS COMPLETED.

STOCKHOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE OFFER PRICE PURSUANT TO THE
OFFER MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) THEIR SHARES TO THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE.

This Letter of Transmittal ("Letter of Transmittal") is to be used by
Stockholders (as defined in the Offer to Purchase) if: (i) certificates
representing Shares (as defined herein) are to be physically delivered to the
Depositary herewith by such Stockholders; (ii) tender of Shares is to be made
by book-entry transfer to the Depositary's account at The

<PAGE> 2

Depository Trust Company ("DTC") or the Philadelphia Depository Trust Company
("PDTC") (each, a "Book-Entry Transfer Facility" and, collectively, the
"Book-Entry Transfer Facilities") pursuant to the procedures set forth in the
Offer to Purchase, dated March 29, 1996 (as the same may be amended from time
to time, the "Offer to Purchase"), of GAMI Merger Co., a Delaware corporation
(the "Purchaser"), under the caption "THE OFFER--Section 3. Procedures for
Tendering Shares--Book-Entry Transfer" by any financial institution that is a
participant in a Book-Entry Transfer Facility and whose name appears on a
security position listing as the owner of Shares; or (iii) tender of Shares is
to be made according to the guaranteed delivery procedures set forth in the
Offer to Purchase under the caption "THE OFFER--Section 3. Procedures for
Tendering Shares--Guaranteed Delivery." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

BENEFICIAL OWNERS WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF THEY DESIRE
TO TENDER THEIR SHARES. SEE "THE OFFER--SECTION 3. PROCEDURES FOR TENDERING
SHARES" IN THE OFFER TO PURCHASE.

The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and by making a public announcement of such extension.

The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer.

All capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Offer to Purchase.

Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance may be directed to the Information Agent,
whose address and telephone number appears on the back cover of this Letter of
Transmittal. Additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent. See Instruction 12 below.

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:

<TABLE>
<S><C>
Name of Tendering Institution: .......................................................
Name of Book-Entry Transfer Facility:
DTC [ ] PDTC [ ]
(check one)
Account Number: ......................................................................

Transaction Code Number: .............................................................
</TABLE>

2
<PAGE> 3
If Stockholders desire to tender Shares pursuant to the Offer and (i)
certificates representing such Shares to be tendered for purchase and payment
are not lost but are not immediately available, (ii) time will not permit this
Letter of Transmittal, certificates representing such Shares or other required
documents to reach the Depositary prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Stockholders may effect a tender of such Shares in accordance with
the guaranteed delivery procedures set forth in the Offer to Purchase under the
caption "THE OFFER--Section 3. Procedures for Tendering Shares-- Guaranteed
Delivery." See Instruction 2 below.

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO
THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name of Registered Owner(s):
.........................................................................

Window Ticket No. (if any): .............................................

Date of Execution of Notice of Guaranteed Delivery: .....................

Name of Eligible Institution that Guaranteed Delivery: ..................

If Delivered by Book-Entry Transfer:
Name of Book-Entry Transfer Facility

DTC [ ] PDTC [ ]
(check one)

Account Number: .........................................................

Transaction Code Number: ................................................

3
<PAGE> 4

List below the Shares to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and number of
Shares on a separately executed schedule and affix the schedule to this Letter
of Transmittal.

<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
- - -----------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Number of Shares
Registered Owner(s) Certificate Represented by Number of Shares
(Please fill in, if blank) Number(s)* Certificate(s)* Tendered**
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------

------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
Total Shares

- - -----------------------------------------------------------------------------------------------------------------------

</TABLE>
* Need not be completed by Stockholders tendering by book-entry transfer
(see below).
** Unless otherwise indicated in this column, it will be assumed that
all Shares represented by certificates delivered to the Depositary are
being tendered. See Instruction 4.

4
<PAGE> 5

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to the Purchaser the number of Shares
indicated above pursuant to the Purchaser's offer to purchase any and all
shares of common stock, par value $.01 per share (the "Shares"), of Great
American Management and Investment, Inc., a Delaware corporation (the
"Company"), at $50.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 29,
1996 (the "Offer to Purchase") and this Letter of Transmittal (which, together,
constitute the "Offer"). Subject to, and effective upon, the Purchaser's
acceptance of the Shares tendered herewith in accordance with the terms of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of any such extension or amendment), the undersigned hereby sells, assigns and
transfers to or upon the order of the Purchaser all right, title and interest
in and to all the Shares being tendered hereby and any and all dividends,
distributions, other Shares, rights or other securities issued or issuable in
respect thereof on or after the date of the Offer (collectively,
"Distributions"), that are purchased pursuant to the Offer. The undersigned
hereby irrevocably constitutes and appoints the Depositary as the undersigned's
true and lawful agent and attorney-in-fact (with full knowledge that said
Depositary also acts as the agent of the Purchaser) with respect to the
tendered Shares (and any Distributions) with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to:

(a) deliver certificates representing such Shares or transfer
ownership of such Shares (and any Distributions) on the
account books maintained by the Book-Entry Transfer Facilities
and deliver, in any such case, all accompanying evidences of
transfer and authenticity to or upon the order of the
Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the cash consideration to which the undersigned is
entitled upon the acceptance by the Purchaser of such Shares
under the Offer;

(b) present certificates for cancellation and transfer of such
Shares (and any Distributions) on the Company's books; and

(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions),
all in accordance with the terms and subject to the conditions
of the Offer.

The undersigned hereby irrevocably appoints the Purchaser as the
attorney-in-fact and proxy of the undersigned, with full power of substitution,
to the full extent of the undersigned's rights with respect to all Shares
tendered hereby and accepted for payment by the Purchaser (and with respect to
any Distributions). All such proxies shall be considered coupled with an
interest in the Shares tendered herewith, are irrevocable and are granted in
consideration of, and are effective upon, the acceptance for payment of such
Shares by the Purchaser in accordance with the terms of the Offer. Upon such
acceptance for payment, all prior powers of attorney and proxies given by the
undersigned with respect to such Shares and Distributions will be revoked,
without further action, and no subsequent powers of attorneys and proxies may
be given (and, if given, will not be deemed effective). The designees of the
Purchaser will, with respect to the Shares for which such appointment is
effective, be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at any annual or
special meeting of the Company's stockholders, or any adjournment or
postponement thereof, by written consent in lieu of such meeting as permitted
by the Delaware General Corporation Law or otherwise. The undersigned
understands that, in order for Shares to be deemed validly tendered,
immediately upon the Purchaser's acceptance of such Shares for payment, the
Purchaser or its designee must be able to exercise full voting rights with
respect to such Shares, and other securities, including voting at any meeting
of stockholders.

The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions) and that, when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good and marketable
title to and unencumbered ownership of, the Shares tendered hereby (and any
Distributions) thereto, free and clear of all liens, restrictions, charges and
encumbrances, and that the Shares tendered hereby (and any Distributions) will
not be subject to any adverse claim. The undersigned, upon request, will
execute and deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of Shares tendered hereby (and any Distributions). In addition, the
undersigned

5
<PAGE> 6

shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all other Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be, subject to
applicable law, entitled to all rights and privileges as owner of any such
Distributions, and may withhold the entire purchase price of Shares tendered
hereby, or deduct from such purchase price the amount or value thereof as
determined by the Purchaser in its sole discretion.

The undersigned understands that all Shares properly tendered and not
validly withdrawn will be purchased at $50.00 per Share (or such other price
that may be set forth in an amendment to the Offer), net to the seller in cash,
upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that tenders of Shares pursuant to any one
of the procedures described in the Offer to Purchase in, "THE OFFER--Section 3.
Procedures for Tendering Shares," and in the instructions hereto will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer.

The undersigned understands that the Purchaser may accept the
undersigned's tender by delivering oral or written notice of acceptance to the
Depositary.

All authority conferred or agreed to be conferred in this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the undersigned's successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives and shall not be affected by,
and shall survive, the death or incapacity of the undersigned. This tender may
be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter of Transmittal.

Unless otherwise indicated in the box entitled "Special Delivery
Instructions" or the box entitled "Special Issuance Instructions" below, please
send the cash consideration for the tendered Shares (and, if applicable,
substitute certificates for any Shares not accepted) to the undersigned at the
address shown below the signature of the undersigned. The undersigned
understands that Stockholders who tender Shares by book-entry transfer
("Book-Entry Shareholders") may request that for any Shares not purchased, the
applicable account maintained by the Book-Entry Transfer Facility designated
below will be credited by making an appropriate entry in the box entitled
"Special Issuance Instructions". The undersigned recognizes that the Purchaser
has no obligation pursuant to "Special Issuance Instructions" to transfer any
Shares from the name of the registered holder thereof if the Purchaser does not
accept any of the Shares so tendered.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SHARES
TENDERED" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE SHARES AS SET FORTH IN SUCH BOX ABOVE.

The undersigned understands that, under certain circumstances and
subject to certain conditions of the Offer (each of which the Purchaser may
waive) set forth in the Offer to Purchase, the Purchaser may not be required to
accept for purchase any of the Shares tendered (including any Shares tendered
after the Expiration Date). Any Shares not accepted for purchase will be
returned promptly to the undersigned at the address set forth above in the
first column of "Description of Shares Tendered" unless otherwise indicated
herein under "Special Delivery Instructions" below.

The undersigned understands that the delivery and surrender of the
Shares is not effective, and the risk of loss of the Shares does not pass to
the Depositary, until receipt by the Depositary of this Letter of Transmittal,
or a facsimile hereof, properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Purchaser. All questions as to form of all documents and
the validity (including time of receipt) and acceptance of tenders and
withdrawals of Shares will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding.

6
<PAGE> 7

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
REGARDLESS OF WHETHER SHARES ARE BEING PHYSICALLY DELIVERED HEREWITH)

This Letter of Transmittal must be signed by the registered owner(s)
exactly as their name(s) appear(s) on certificate(s) representing Shares
or, if tendered by a participant in one of the Book-Entry Transfer
Facilities, exactly as such participant's name appears on a security
position listing as the owner of Shares, or by person(s) authorized to
become registered owner(s) by endorsements and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in
a fiduciary or representative capacity, such person must set forth his or
her full title below under "Capacity" and submit evidence satisfactory
to the Purchaser of such person's authority to so act. See Instruction 5
below.
If the signature appearing below is not of the registered owner(s)
of the Shares, then the registered owner(s) must sign a valid proxy.

<TABLE>
<S><C>
X.........................................................................................................

X.........................................................................................................
SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY

Date:..............................................................................................., 1996

Names(s):.................................................................................................

..........................................................................................................
(PLEASE PRINT)

Capacity: ................................................................................................

Address:..................................................................................................

..........................................................................................................
(INCLUDING ZIP CODE)

Area Code and Telephone No.: .............................................................................

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

SIGNATURE GUARANTEE (SEE INSTRUCTIONS 1 AND 5 BELOW)

(Certain Signatures Must Be Guaranteed by an Eligible Institution
which is a member of an Approved Signature Program)

..........................................................................................................
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)

..........................................................................................................
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF ELIGIBLE INSTITUTION)

..........................................................................................................
(AUTHORIZED SIGNATURE)

..........................................................................................................
(PRINTED NAME)

..........................................................................................................
(TITLE)

Dated: ............................................................................................., 1996

</TABLE>

7
<PAGE> 8

<TABLE>
<S> <C>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 8) (SEE INSTRUCTIONS 1, 5, 6, 7 AND 8)

To be completed ONLY if certificates for Shares To be completed ONLY if certificates for Shares
not tendered or not accepted for purchase are to be not tendered or not accepted for purchase or any
issued in the name of, or any check for the Offer check for the Offer Price are to be sent to someone
Price are to be issued to the order of, someone other other than the person or persons whose signature(s)
than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to an
appear(s) within this Letter of Transmittal or issued address different from that shown in the box entitled
to an address different from that shown in the box "Description of Shares Tendered" within this Letter
entitled "Description of Shares Tendered" within this of Transmittal.
Letter of Transmittal, or if Shares tendered by book-
entry transfer that are not accepted for purchase are Deliver: [ ] Shares
to be credited to an account maintained at one of the [ ] Check
Book-Entry Transfer Facilities other than the one (check as applicable)
designated above.

Issue: [ ] Shares
[ ] Check Name:
(check as applicable) .................................................
(PLEASE PRINT)
Name:
................................................
(PLEASE PRINT)

Address: Address:
............................................. ..............................................

.....................................................
(ZIP CODE)
.......................................................
..................................................... (ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)

Credit unpurchased Shares by book-entry to the Book-
Entry Transfer Facility account set forth below:
.....................................................
[ ] DTC [ ] PDTC
(check one) (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
.....................................................
(DTC/PDTC ACCOUNT NUMBER)

Name of Account Party:

.....................................................

</TABLE>

8
<PAGE> 9

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed by a firm that
is a bank, broker, dealer, credit union, savings association or other entity
which is a member in good standing of the Securities Transfer Agents Medallion
Program or by any other bank, broker, dealer, credit union, savings association
or other entity which is an "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing
constituting an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed
by the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in one of the Book-Entry Transfer
Facilities whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed the instruction
entitled "Special Payment Instructions" or "Special Delivery Instructions" on
this Letter of Transmittal or (b) if such Shares are tendered for the account
of an Eligible Institution. See Instruction 5.

2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES OR BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES. This
Letter of Transmittal is to be used whether certificates are to be forwarded
herewith, whether tenders are to be made pursuant to the procedures for
book-entry transfer set forth in the Offer to Purchase in "THE OFFER--Section
3. Procedures for Tendering Shares--Book Entry Transfer," or whether tenders
were made pursuant to the procedure for guaranteed delivery set forth below and
in the Offer to Purchase in "THE OFFER--Section 3. Procedures for Tendering
Shares--Guaranteed Delivery." For Shares to be properly tendered pursuant to
the Offer, a properly completed and duly executed copy of this Letter of
Transmittal or facsimile copy thereof, together with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of the addresses set forth on the front
page of this Letter of Transmittal, before the Expiration Date. Either the
certificates for such Shares must be delivered to the Depositary along with
this properly completed and duly executed Letter of Transmittal, or facsimile
copy thereof, or such Shares must be tendered pursuant to the procedure for
book-entry tender set forth below, and confirmation of receipt of such tendered
Shares must be received by the Depositary, in each case prior to the Expiration
Date, or the tendering Stockholder must comply with the guaranteed delivery
procedure set forth below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

If a Stockholder desires to tender Shares pursuant to the Offer and
such Stockholder's certificates for such Shares are not immediately available
(or such Stockholder cannot follow the procedures for book-entry transfer on a
timely basis) or time will not permit such Stockholder to transmit this Letter
of Transmittal and all other required documents to reach the Depositary prior
to the Expiration Date, such Shares may nevertheless be tendered provided that
all of the following conditions are satisfied:

(a) such tender is made by or through a financial
institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion
Program or the Stock Exchanges Medallion Program (each such entity
being referred to herein as an "Eligible Institution");

(b) prior to the Expiration Date the Depositary must have
received from such Eligible Institution, at one of the addresses of
the Depositary set forth herein, a properly completed and duly
executed Notice of Guaranteed Delivery (by telegram, facsimile
transmission, mail or hand delivery) substantially in the form
provided by the Purchaser, setting forth the name(s) and address(es)
of the registered owner(s) and the number of Shares being tendered and
stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange ("NYSE") trading days after the
date of the Notice of Guaranteed Delivery, a properly completed and
duly executed Letter of Transmittal, or a facsimile hereof, together
with certificates representing the Shares (or confirmation of
book-entry transfer of such Shares into the Depositary's account with
a Book-Entry Transfer Facility as described above), and any other
documents required by the Letter of Transmittal and the instructions
hereto, will be deposited by such Eligible Institution with the
Depositary; and

9
<PAGE> 10

(c) this Letter of Transmittal or a facsimile hereof,
properly completed and duly executed, certificates for all physically
delivered Shares in proper form for transfer (or confirmation of
book-entry transfer of such Shares into the Depositary's account with
a Book-Entry Transfer Facility as described above) and all other
required documents must be received by the Depositary within three
NYSE trading days after the date of the Notice of Guaranteed Delivery.

For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment (and thereby purchased) the validly tendered Shares as,
if, and when the Purchaser gives oral or written notice thereof to the
Depositary of the Purchaser's acceptance of such Shares for payment. Payment
for Shares purchased pursuant to the Offer will be made by deposit of the
purchase price with the Depositary, which will act as agent for tendering
Stockholders for the purpose of receiving payment from the Purchaser and
transmitting payments to tendering Stockholders. Notwithstanding any other
provision hereof, payment for Shares tendered and purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of certificates
for such Shares (or a confirmation of book-entry transfer of such Shares into
the Depositary's account at a Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal or a facsimile thereof and
any other documents required by this Letter of Transmittal. Under no
circumstances will interest be paid on the purchase price by the Company by
reason of any delay in making such payment.

If any tendered Shares are not purchased pursuant to the terms and
conditions of the Offer, certificates for such Shares not purchased or tendered
will be returned, without expense to the tendering Stockholder (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained by the Book-Entry Transfer Facility designated above), as
promptly as practicable following the expiration of termination of the Offer.

All tendering holders of Shares, by executing this Letter of
Transmittal or facsimile hereof, waive any right to receive any notice of the
acceptance of such Stockholder's tender.

3. WITHDRAWAL OF TENDERS. Tenders of Shares made pursuant to the
Offer are irrevocable, except that Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date, and unless the Purchaser
has already accepted the Shares for payment pursuant to the Offer, may also be
withdrawn at any time thirty days after the Expiration Date. If the Purchaser
(i) extends the Offer, (ii) is delayed in its acceptance for purchase of or
payment for Shares, or (iii) is unable to accept for purchase or pay for Shares
for any reason, then, without prejudice to the Purchaser's rights under the
Offer to Purchase, tendered Shares may be retained by the Depositary on behalf
of the Purchaser and may not be withdrawn except to the extent that the
tendering Stockholder is entitled to and duly exercises withdrawal rights as
set forth in the Offer to Purchase, "THE OFFER--Section 4. Withdrawal Rights."

For a withdrawal to be effective, the Depositary must timely receive a
written or facsimile transmission of a notice of withdrawal at its address set
forth herein. Any notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered owner(s), if different from the name
of the person having tendered the Shares to be withdrawn. If the certificates
have been delivered or otherwise identified to the Depositary, the serial
numbers shown on the particular certificates evidencing the Shares to be
withdrawn and a signed notice of withdrawal with such signature guaranteed by
an Eligible Institution (except in the case of Shares tendered by an Eligible
Institution) must be submitted prior to the release of the certificates or the
Shares to be withdrawn. If Shares have been delivered pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase, "THE
OFFER-- Section 3. Procedures for Tendering Shares -- Book-Entry Transfer," the
notice of withdrawal must specify the name and the number of the account of the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with the procedures of the Book-Entry Transfer
Facility. Withdrawals of tendered Shares may not be rescinded. Any Shares
properly withdrawn will thereafter be deemed not to be validly tendered for
purposes of the Offer; provided, however, that withdrawn Shares may be
retendered by again following one of the procedures described herein so long as
the retender is made prior to the Expiration Date.

All questions as to the form of validity (including time and receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding on all parties. None
of the Purchaser, any of its affiliates or assigns, if any, the Depositary, the
Information Agent or any other person is or will be obligated to give any
notice of any defects or irregularities in any notice of withdrawal, and none
of them will incur any liability for failure to give any such notice.

10
<PAGE> 11

4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY STOCKHOLDERS).
If fewer than all of the Shares represented by all Share Certificates delivered
to the Depositary herewith are to be tendered hereby, fill in the number of
Shares which are to be tendered in the box entitled "Number of Shares Tendered"
as appropriate. In such case, a new Share Certificate for the untendered
Shares will be sent, without expense, to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by certificate(s) delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES AND LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered owner(s) of the Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown as the owner of the Shares tendered hereby, the
signature must correspond with the name shown on the security position listing
as the owner of the Shares.

IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS
NOT THE REGISTERED OWNER, THEN THE REGISTERED OWNER MUST SIGN A VALID PROXY,
WITH THE SIGNATURE OF SUCH REGISTERED OWNER GUARANTEED BY AN ELIGIBLE
INSTITUTION WHICH IS A MEMBER OF AN AUTHORIZED SIGNATURE PROGRAM (AS DEFINED
BELOW).

If any of the Shares tendered hereby are registered in the name of two
or more Stockholders, all such Stockholders must sign this Letter of
Transmittal. If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of the Letter of Transmittal and any necessary accompanying
documents as there are different names in which certificates are held.

If this Letter of Transmittal is signed by the registered owner(s) or
by a participant in one of the Book-Entry Transfer Facilities whose name is
shown as the owner of the Shares tendered hereby and the certificates for any
Shares not tendered or not accepted for purchase are to be issued (or if any
Shares that are not tendered or not accepted for purchase are to be reissued or
returned) to, or if tendered by book-entry transfer, credited to the account at
the Book-Entry Transfer Facility of, such person, and any check for payment of
the Offer Price to be made in connection with the Offer is to be issued to the
order of such person, then such person need not endorse any certificates for
tendered Shares, nor provide separate stock powers. In any other case
(including if this Letter of Transmittal is not signed by such person), such
person must either properly endorse the certificates for Shares tendered or
transmit a separate properly completed stock power with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
owner(s) appear(s) on such Shares, and, with respect to a participant(s) in a
Book-Entry Transfer Facility whose name(s) appear(s) on a security position
listing as the owner of Shares, exactly as the name(s) of the participant(s)
appear(s) on such security position listing), with the signature on the
endorsement or stock power guaranteed by an Eligible Institution which is a
member of an Approved Signature Program, unless such certificates or stock
powers are executed by an Eligible Institution.

If this Letter of Transmittal or any certificates for Shares or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act must
be submitted with this Letter of Transmittal.

Endorsements on certificates for Shares, signatures on stock powers
and proxies provided in accordance with this Instruction 5 by Stockholders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution which is a member of an Approved Signature Program.

No signature guarantee is required if (i) this Letter of Transmittal
is signed by the registered owner(s) of the Shares tendered herewith (or by a
participant in one of the Book-Entry Transfer Facilities whose name appears on
a security position listing as the owner of the Shares) and the payment of the
Offer Price is to be made, or any Shares not tendered or not accepted for
purchase are to be issued, directly to such registered owner(s) (or, if signed
by a participant in one of the Book-Entry Transfer Facilities, any Shares not
tendered or not accepted for purchase are to be credited to such participant's
account at such Book-Entry Transfer Facility) and neither the "Special Issuance
Instructions" box nor the "Special Delivery

11
<PAGE> 12

Instructions" box of this Letter of Transmittal has been completed or (ii) such
Shares are tendered for the account of an Eligible Institution. In all other
cases, all signatures on Letters of Transmittal accompanying Shares must be
guaranteed by an Eligible Institution which is a member or participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchanges Medallion Program (an "Approved
Signature Program").

6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. The
person signing this Letter of Transmittal should indicate in the applicable box
or boxes the name and address to which Shares for principal amounts not
tendered or not accepted for purchase or any check for payment of the Offer
Price to be made in connection with the Offer is to be issued or sent, if
different from the name and address of such person. In the case of issuance in
a different name, the taxpayer identification or social security number of the
person named must also be indicated. If no instructions are given, Shares not
tendered or not accepted for purchase will be returned to the Stockholder of
the Shares tendered. Any Stockholder tendering by book-entry transfer may
request that Shares not tendered or not accepted for purchase be credited to
such account at any of the Book-Entry Transfer Facilities as such Stockholder
may designate under the caption "Special Issuance Instructions." If no such
instructions are given, any such Shares not tendered or not accepted for
purchase will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.

7. TAXPAYER IDENTIFICATION NUMBER. Each tendering Stockholder is
required to provide the Depositary with the Stockholder's correct taxpayer
identification number ("TIN"), generally the Stockholder's social security or
federal employer identification number, on Substitute Form W-9, which is
provided under "Important Tax Information" below, or, alternatively, to
establish another basis for exemption from backup withholding. A Stockholder
must cross out item (2) in the Certification box on Substitute Form W-9 if such
Stockholder is subject to backup withholding. Failure to provide the
information on the form may subject the tendering Stockholder to 31% federal
income tax backup withholding on the payment made to the Stockholder or other
payee with respect to Shares purchased pursuant to the Offer. The box in Part
3 of the form should be checked if the tendering Stockholder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the
near future. If the box in Part 3 is checked and the Depositary is not
provided with a TIN within 60 days, thereafter the Depositary will withhold 31%
on all such payments of the Offer Price until a TIN is provided to the
Depositary.

8. TRANSFER TAXES. The Company will pay all transfer taxes
applicable to the purchase and transfer of Shares pursuant to the Offer, except
in the case of deliveries of certificates for Shares not tendered or not
accepted for purchase that are registered or issued in the name of any person
other than the person signing this Letter of Transmittal and tendering Shares
hereby.

Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.

9. IRREGULARITIES. All questions as to the form of all documents
and the validity (including time of receipt) and acceptance of tenders and
withdrawals of Shares will be determined by the Purchaser in its sole
discretion, which determination shall be final and binding. The Purchaser
reserves the absolute right to reject any or all tenders of Shares or
deliveries of Shares that are not in proper form or the acceptance of which
would, in the Purchaser's opinion, be unlawful. The Purchaser also reserves
the right to waive any defects, irregularities or conditions of tender as to
particular Shares. The Purchaser's interpretations of the terms and conditions
of the Offer (including the instructions in this Letter of Transmittal) will be
final and binding. Any defect or irregularity in connection with tenders of
Shares must be cured within such time as the Purchaser determines, unless
waived by the Purchaser. Tenders of Shares shall not be deemed to have been
made until all defects or irregularities have been waived by the Purchaser or
cured. None of the Purchaser, any of its affiliates, if any, the Depositary,
the Information Agent, or any other person will be under any duty to give
notice of any defects or irregularities in tenders of Shares, or will incur any
liability to Stockholders for failure to give any such notice.

10. WAIVER OF CONDITIONS. The Purchaser expressly reserves the
absolute right, in its sole discretion, to amend or waive any of the conditions
to the Offer in the case of any Shares tendered, in whole or in part, at any
time and from time to time.

12
<PAGE> 13

11. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR SHARES.
Any Stockholder whose certificates for Shares have been mutilated, lost, stolen
or destroyed should immediately write to the Depositary at the address set
forth herein. The Letter of Transmittal and related documents cannot be
processed until the procedures for replacing such certificates have been
followed.

12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
relating to the procedure for tendering Shares and requests for assistance may
be directed to the Information Agent, whose address and telephone number
appears on the back cover page. Additional copies of the Offer to Purchase,
the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained
from the Information Agent.

IMPORTANT TAX INFORMATION

Under federal income tax laws, a Stockholder whose tendered Shares are
accepted for purchase is required to provide the Depositary (as payer) with
such Stockholder's correct TIN on Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Stockholder
is an individual, the TIN is his or her social security number. If the
Depositary is not provided with the correct TIN, a $50 penalty may be imposed
by the Internal Revenue Service, and payments made to such Stockholder with
respect to Shares purchased pursuant to the Offer may be subject to backup
withholding.

Certain Stockholders (including, among others, corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Stockholders should indicate their exempt
status on Substitute Form W-9. A foreign person may qualify as an exempt
recipient by submitting to the Depositary a properly completed Internal Revenue
Service Form W-8, signed under penalties of perjury, attesting to that
Stockholder's exempt status. A Form W-8 can be obtained from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.

If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the Stockholder or other payee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payment made with respect to Shares
purchased pursuant to the Offer, the Stockholder is required to provide the
Depositary with: (i) the Stockholder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Stockholder is awaiting a TIN) and that (A) such Stockholder is
exempt from backup withholding, (B) the Stockholder has not been notified by
the Internal Revenue Service that the Stockholder is subject to backup
withholding as a result of failure to report all interest or dividends or (C)
the Internal Revenue Service has notified the Stockholder that the Stockholder
is no longer subject to backup withholding; and (ii) if applicable, an adequate
basis for exemption.

WHAT NUMBER TO GIVE THE DEPOSITARY

The Stockholder is required to give the Depositary the TIN (e.g.,
social security number or employer identification number) of the Stockholder.
If the Shares are held in more than one name or are held not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.

13
<PAGE> 14

<TABLE>
<S> <C>
PAYER'S NAME: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.

Part 1-PLEASE PROVIDE YOUR TIN IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING AND _________________________
DATING BELOW Social Security Number

OR ___________________________________
Employer Identification Number
----------------------------------------------------------------------------------
SUBSTITUTE Part 2-Certification-Under penalties of perjury, I certify that: Part 3
(1) The number shown on this form is my correct Taxpayer
FORM W-9 Identification Number (or I am waiting for a number to be Awaiting
issued to me) and TIN [ ]
DEPARTMENT OF THE TREASURY (2) I am not subject to backup withholding because (i) I am
INTERNAL REVENUE SERVICE exempt from backup withholding, (ii) I have not been
notified by the Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result of failure to
report all interest or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup
withholding.
------------------------------------------------------------------------------------
Certificate instructions-You must cross out item (2) in part 2 above if you
have been notified by the IRS that you are subject to backup withholding because of
PAYER'S REQUEST FOR TAXPAYER underreporting interest or dividends on your tax return. However, if after being
IDENTIFICATION NUMBER notified by the IRS that you were subject to backup withholding you receive another
("TIN") notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).

SIGNATURE............................................... DATE..............., 1996

.......................................................
Name (Please Print)
</TABLE>

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

<TABLE>
<S> <C>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer identification number within 60
days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number.

................................................... ......................, 1996
SIGNATURE DATE

..................................................
NAME (PLEASE PRINT)

</TABLE>

<PAGE> 15

The Information Agent for the Offer is:

GEORGESON
& COMPANY INC.

WALL STREET PLAZA
NEW YORK, NEW YORK 10005
1-800-223-2064
BANKS AND BROKERS CALL: (212) 440-9800

<PAGE> 1

Offer to Purchase for Cash
Any and All Shares of Common Stock
of
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
at
$50.00 NET PER SHARE
by
GAMI MERGER CO.
an entity wholly owned by
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks, March 29, 1996
Trust Companies and Other Nominees:

We have been appointed by GAMI Merger Co., a Delaware corporation (the
"Purchaser"), to act as Information Agent in connection with the offer by the
Purchaser to purchase any and all shares of common stock, par value $.01 per
share (the "Shares"), of Great American Management and Investment, Inc., a
Delaware corporation (the "Company"), at $50.00 per Share, net to the seller in
cash without interest thereon (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated March 29, 1996 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer").

The Purchaser's obligation to accept for purchase and pay for Shares
is subject to certain conditions contained in the Offer to Purchase. See "THE
OFFER--Section 11. Conditions of the Offer" in the Offer to Purchase.

The Offer and the withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, April 25, 1996, unless extended. With respect to
the Offer and the withdrawal rights, "Expiration Date" means such time and
date, or if the Offer is extended, the latest time and date to which the Offer
is so extended by the Purchaser. Shares tendered pursuant to the Offer may be
withdrawn, subject to the procedures described in the Offer to Purchase, at any
time prior to the Expiration Date.

Enclosed herewith for your information and forwarding to your clients
are copies of the following documents:

1. The Offer to Purchase, dated March 29, 1996.

2. The Letter of Transmittal to tender Shares for your use
and for the information of your clients. Facsimile copies of the
Letter of Transmittal (with manual signature) may be used to tender
Shares.

3. The Notice of Guaranteed Delivery to be used to accept the
Offer in the circumstances described below.

<PAGE> 2

4. A form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name
of your nominee, with space provided for obtaining such client's
instructions with regard to the Offer.

5. Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9.

6. A return envelope addressed to Chemical Mellon Shareholder
Services, L.L.C., the Depositary.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
AS PROMPTLY AS POSSIBLE. PLEASE NOTE THE OFFER AND THE WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 25, 1996,
UNLESS THE OFFER IS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS
TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD SHARES REGISTERED IN YOUR NAME OR IN
THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.

Your attention is directed to the following:

1. The Offer Price is $50.00 per Share, net to the
Seller in cash without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Letter of
Transmittal.

2. The Offer and the withdrawal rights will expire at
12:00 midnight, New York City time, on Thursday, April 25, 1996,
unless the Offer is extended.

3. The Offer is for any and all Shares validly tendered
(and not validly withdrawn) prior to the Expiration Date.

4. Any brokerage fees, commissions or stock transfer
taxes applicable to the sale of Shares to the Purchaser will be paid
by the Purchaser, except as provided in the Offer to Purchase and the
instructions to the Letter of Transmittal.

In all cases, payment for Shares accepted for purchase pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares or timely confirmation of the book-entry transfer
of such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities (as defined in the Offer to Purchase), pursuant to the procedures
set forth in "THE OFFER--Section 3. Procedures for Tendering
Shares--Book-Entry Transfer" in the Offer to Purchase, (b) the Letter of
Transmittal (or facsimile thereof) properly completed and duly executed with
any required signature guarantees, and (c) any other documents required by the
Letter of Transmittal.

If a Stockholder (as defined in the Offer to Purchase) desires to
tender Shares pursuant to the Offer, and if (a) certificates representing the
Shares to be tendered for purchase and payment are not lost but are not
immediately available, (b) the procedures for book- entry transfer cannot be
completed prior to the Expiration Date or (c) time will not permit all required
documents to reach the Depositary prior to the Expiration Date, such
Stockholder may tender Shares according to the guaranteed delivery procedures
set forth in "THE OFFER-- Section 3. Procedures for Tendering
Shares--Guaranteed Delivery" in the Offer to Purchase.

The Purchaser will not pay any fees or commissions to brokers, dealers
or other persons (other than the Information Agent, as described in the Offer
to Purchase) for soliciting tenders of Shares pursuant to the Offer. The
Purchaser will, however, upon request, reimburse you for customary clerical and
mailing expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Purchaser will pay or cause to be paid any

<PAGE> 3

transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 8 of the Letter Transmittal.

Questions and requests for assistance with respect to the Offer or for
copies of the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent at the address and
telephone number set forth on the outside back cover page of the Offer to
Purchase.

Very truly yours,

GEORGESON
& COMPANY INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, EQUITY HOLDINGS, THE
INFORMATION AGENT, OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

<PAGE> 1

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration is an Offer to Purchase dated March
29, 1996 (as the same may be amended from time to time, the "Offer to
Purchase") and a form of Letter of Transmittal and instructions thereto (the
"Letter of Transmittal") relating to the offer by GAMI Merger Co., a Delaware
corporation (the "Purchaser"), to purchase any and all shares of common stock,
par value $.01 per share (the "Shares") of Great American Management and
Investment, Inc., a Delaware corporation ( the "Company), at $50.00 per Share,
net to the seller in cash without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer"). Consummation of the Offer is subject to
certain conditions described in the Offer to Purchase.

The material is being forwarded to you as the beneficial owner of
Shares carried by us for your account or benefit but not registered in your
name. A tender of any Shares may only be made by us as the registered owner of
Shares and pursuant to your instructions. Therefore, the Purchaser urges
beneficial owners of Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such registered
owner promptly if they wish to tender Shares in the Offer.

Accordingly, if you have not already done so (or if you wish to change
any previous instructions), we request instructions as to whether you wish us
to tender any or all such Shares held by us for your account or benefit,
pursuant to the terms and conditions set forth in the Offer to Purchase and the
Letter of Transmittal. We urge you to read carefully the Offer to Purchase and
Letter of Transmittal before instructing us to tender any Shares.

If not already provided, your instructions to us should be forwarded
as promptly as possible in order to permit us to tender Shares on your behalf
in accordance with the provisions of the Offer. THE OFFER AND THE WITHDRAWAL
RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL
25, 1996, UNLESS EXTENDED. With respect to the Offer and with withdrawal
rights, "Expiration Date" means such time and date, or if the Offer is
extended, the latest time and date to which the Offer is so extended by the
Company. Shares tendered pursuant to the Offer may be withdrawn, subject to
the procedures described in the Offer to Purchase, at any time prior to the
Expiration Date.

Your attention is directed to the following:

1. The Offer Price is $50.00 per Share, net to the
Seller in cash without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Letter of
Transmittal.

2. The Offer and the withdrawal rights will expire at
12:00 midnight, New York City time, on Thursday, April 25, 1996,
unless the Offer is extended.

<PAGE> 2

3. The Offer is being made for any and all Shares
validly tendered (and not validly withdrawn) prior to the Expiration
Date.

If you have not already done so and you wish us to tender any or all
of your Shares held by us for your account or benefit, please so instruct us by
completing, executing and returning to us the instruction form that appears
below. THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
INFORMATIONAL PURPOSES ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY
US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.

2
<PAGE> 3

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated March 29, 1996 and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer") relating to the Offer of GAMI Merger Co., a Delaware corporation (the
"Purchaser"), to purchase any and all Shares of common stock, $.01 par value
per share (the "Shares"), of Great American Management and Investment, Inc., a
Delaware corporation (the "Company").

THIS WILL INSTRUCT YOU TO TENDER THE NUMBER OF SHARES INDICATED BELOW
HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE
TERMS OF AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE AND THE LETTER OF
TRANSMITTAL.

NUMBER OF SHARES TO BE TENDERED: _________________ SHARES

ACCOUNT NUMBER: ______________

DATED: ___________________________________, 1996

SIGN HERE

SIGNATURE(S):
-------------------------------------------------------------------

PRINT NAMES(S):
-----------------------------------------------------------------

- - --------------------------------------------------------------------------------

PRINT ADDRESS(ES):
--------------------------------------------------------------

- - --------------------------------------------------------------------------------

AREA CODE AND TELEPHONE NO.:
----------------------------------------------------

TAXPAYER ID NO. OR SOCIAL SECURITY NO.:
-----------------------------------------

UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN A SIGNED SCHEDULE
ATTACHED HERETO, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US
TO TENDER ALL OF YOUR SHARES.

<PAGE> 1

NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
of
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
Pursuant to the Offer to Purchase dated March 29, 1996
by
GAMI MERGER CO.
an entity wholly owned by
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP

As set forth in the Offer to Purchase dated March 29, 1996 (as the
same may be amended from time to time, the "Offer to Purchase") of GAMI Merger
Co., a Delaware corporation (the "Purchaser"), under the caption "THE
OFFER--Section 3. Procedures for Tendering Shares--Guaranteed Delivery," and in
the accompanying Letter of Transmittal (the "Letter of Transmittal") and
Instruction 2 thereto, this form or one substantially equivalent hereto must be
used to accept the Purchaser's offer to purchase any and all shares of common
stock, par value $.01 per share (the "Shares"), of Great American Management
and Investment, Inc., a Delaware corporation (the "Company"), at $50.00 per
Share, net to the seller in cash without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
and the Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") if (i) certificates representing
Shares to be tendered for purchase and payment are not lost but are not
immediately available, (ii) time will not permit all required documents to
reach the Depositary prior to the Expiration Date, or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date (as
defined below). This form may be delivered by an Eligible Institution (as
defined in the Offer to Purchase) by mail or hand delivery or transmitted, via
facsimile, to the Depositary as set forth below. All capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Offer to Purchase.

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED.

The Depositary for the Offer is:

CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.

By Facsimile Transmission:
(201) 296-4293
or
(201) 296-4291

Confirm by Telephone:
(212) 296-4209

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE
ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.

<PAGE> 2

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the Letter of
Transmittal, receipt of which is hereby acknowledged, the Shares set forth
below pursuant to the guaranteed delivery procedures set forth in the Offer to
Purchase under the caption "THE OFFER--Section 3. Procedures for Tendering
Shares--Guaranteed Delivery."

All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and
other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

<S> <C>

Signatures of Registered Owner(s) or Authorized Date: .....................................................
Signatory:

........................................................ Address: .....................................................

........................................................ ..............................................................

........................................................ Area Code and Telephone No.: .................................

Name(s) of Registered Owner(s): If Shares will be delivered by book-entry transfer,
check trust company below:
........................................................
[ ] The Depository Trust Company

........................................................ [ ] Philadelphia Depository Trust Company

Depository Account No.: ......................................
........................................................

Number of Shares Being Tendered Hereby:

........................................................

Certificate No.(s) of Shares (if available):

........................................................

</TABLE>

<PAGE> 3

This Notice of Guaranteed Delivery must be signed by the registered
owner(s) exactly as their name(s) appear on certificates for Shares or, if
signed by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing
as the owner of Shares, or by person(s) authorized to become registered
owner(s) by endorsements, and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in
a fiduciary or representative capacity, such person must provide the
following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

<TABLE>
<S> <C>
Name(s): ................................................................................................

.........................................................................................................

Capacity: ...............................................................................................

.........................................................................................................

Address(es): ............................................................................................

.........................................................................................................

</TABLE>

DO NOT SEND SHARES WITH THIS FORM. SHARES SHOULD BE SENT TO THE DEPOSITARY
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national security
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a corespondent in
the United States, hereby guarantees that, within three New York Stock
Exchange trading days from the date of this Notice of Guaranteed Delivery,
a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), together with certificates representing the Shares
tendered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility, pursuant to the procedure for book-entry
transfer set forth in the Offer to Purchase under the caption "THE
OFFER--Section 3. Procedures for Tendering Shares--Book-Entry Transfer")
and required documents, will be deposited by the undersigned with the
Depositary.

<TABLE>
<S> <C>
Name of Firm:........................................... ........................................................
AUTHORIZED SIGNATURE

Address:................................................ Name:...................................................

........................................................ Title:..................................................

Area Code and Telephone No.:........................ Date:...................................................

</TABLE>

<PAGE> 1

GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
Give the EMPLOYER
Give the SOCIAL SECURITY IDENTIFICATION number
For this type of account: number of- For this type of account: of-
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

1. An individual's account The individual 7. Sole proprietorship The owner(4)
account

2. Two or more individuals The actual owner of the 8. A valid trust, estate, The legal entity(5)
(joint account) account or, if combined or pension trust
funds, the first individual
on the account(1)
3. Custodian account of a The minor(2) 9. Corporate account The corporation
minor (Uniform Gift to
Minors Act)

4. a. The usual revocable The grantor-trustee(1) 10. Association, club, The organization
savings trust religious, charitable,
account (grantor is educational or other
also trustee) tax-exempt organization
account
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under State
law

5. Account in the name of The ward, minor or 11. Partnership account The partnership
guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person

6. Adult and minor (joint The adult or, if the minor 12. A broker or registered The broker or nominee
account) is the only contributor, the nominee
minor(1)

13. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. The name of the business may also be shown.
Either the social security number of the owner or the employer
identification number may be used.
(5) List first and circle the name of the legal trust, estate, or pension
trust. Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.

<PAGE> 2
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.

---------------------------------------------------------

<TABLE>
<S> <C>
OBTAINING A NUMBER
If you don't have a taxpayer identification
number, obtain Form SS-5, Application for a Social
Security Number Card, at the local office of the
Social Security Administration, or Form SS-4,
Application for Employer Identification Number, at
the local office of the Internal Revenue Service
and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Subject to certain limitations, payees
specifically exempted from backup withholding on
payments include the following:

- A corporation.
- A financial institution.
- An organization exempt from tax under section
501(a), or an individual retirement plan, or
a custodial account under section 403(b)(7).
- The United States or any agency or
instrumentality thereof.
- A State, the District of Columbia, a
possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision
of a foreign government, or any agency or
instrumentality thereof.
- An international organization or any agency,
or instrumentality thereof.
- A dealer in securities or commodities
registered in the U.S. or a possession of the
U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under
section 584(a).
- An exempt charitable trust, or a non-exempt
trust described in section 4947(a)(1).
- An entity registered at all times under the
Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends
not generally subject to backup withholding
include the following:
- Payments to nonresident aliens subject to
withholding under section 1441.
- Payments to partnerships not engaged in a trade or
business in the U.S. and which have at least one
nonresident partner.
- Payments of patronage dividends where the amount
received is not paid in money.
- Payments made by certain foreign organizations.
- Payments to a nominee.
Payments of interest not generally subject to backup
withholding include the following:
- Payments of interest on obligations issued by
individuals. Note: You may be subject to backup
withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you
have not provided your correct taxpayer identification
number to the payer.
- Payments of tax-exempt interest (including
exempt-interest dividends under section 852).
- Payments described in section 6049(b)(5) to non-resident
aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid by you.
- Payments to a nominee.
Exempt payees described above should file Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE
PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER.
IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and
patronage dividends, that are not subject to information
reporting are also not subject to backup withholding. For
details, see sections 6041, 6041A(a), 6045, and 6050A[N],
and the regulations thereunder.
PRIVACY ACT NOTICE.-Section 6109 requires most recipients of
dividend, interest, or other payments to give taxpayer
identification numbers to payers who must report the payments
to IRS. IRS uses the numbers for identification purposes and
to help verify

</TABLE>

2
<PAGE> 3

the accuracy of tax returns. Payers must be given
taxpayer identification numbers whether or not recipients are
required to file tax returns. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply. PENALTIES

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER
IDENTIFICATION NUMBER.-If you fail to furnish your
taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and
not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH
RESPECT TO WITHHOLDING.-If you make a false
statement with no reasonable basis which results
in no imposition of backup withholding, you are
subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-
Willfully falsifying certifications or
affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS.-If
the payer discloses or uses taxpayer
identification numbers in violation of Federal
law, the payer may be subject to civil and
criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.

<PAGE> 1

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
dated March 29, 1996 and the related Letter of Transmittal, and is being
made to all holders of Shares, except in any jurisdiction where the
making of such would be illegal. The Purchaser is not aware of any
state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to a state statute. If the
Purchaser becomes aware of any state where the making of the Offer is so
prohibited, the Purchaser will make a good faith effort to comply
with any such statute or seek to have such statute declared inapplicable
to the Offer. If, after such good faith effort, the Purchaser
cannot comply with any applicable statute, the Offer will
not be made to (nor will tenders be accepted from or on behalf of)
holders of Shares in such state. In any jurisdictions, the securities
laws or blue sky laws of which require the Offer to be made by
a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Purchaser, if at all, by one or more registered brokers or
dealers that are licensed under the laws of, and represent the Stockholder
residing in, such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH
ANY AND ALL SHARES OF COMMON STOCK
OF
GREAT AMERICAN MANAGEMENT
AND INVESTMENT, INC.
AT
$50.00 NET PER SHARE
BY
GAMI MERGER CO.
AN ENTITY WHOLLY OWNED BY
EQUITY HOLDINGS LIMITED,
AN ILLINOIS LIMITED PARTNERSHIP

GAMI Merger Co., a Delaware corporation (the "Purchaser") wholly owned
by Equity Holdings Limited, an Illinois Limited Partnership ("Equity
Holdings"), is offering to purchase any and all shares of common stock, par
value $.01 per share (the "Shares"), of Great American Management and
Investment, Inc., a Delaware corporation (the "Company"), at $50.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated March 29, 1996 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together, constitute the
"Offer").

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME,
ON THURSDAY, APRIL 25, 1996 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.

The Offer is conditioned upon, among other things, there having been
validly tendered (and not validly withdrawn) prior to the Expiration Date a
number of Shares such that the Purchaser and Equity Holdings together own a
number of Shares representing at least 90 percent of outstanding Shares (the
"Minimum Condition"). The Purchaser expects that, concurrently with the Merger
(as defined herein), all Options (as defined in the Offer to Purchase) to
acquire Shares will be redeemed by the Company and not exercised into Shares.
As a result, the Purchaser estimates that approximately 193,000 Shares will
need to be validly tendered (and not validly withdrawn) to satisfy the Minimum
Condition. The Purchaser expressly reserves the right to waive the Minimum
Condition and to purchase any Shares validly tendered (and not validly
withdrawn) pursuant to the Offer. See "THE OFFER--Section 11. Conditions of
the Offer" in the Offer to Purchase.
The Purchaser is making the Offer for the purpose of acquiring more
than 90 percent of the outstanding Shares and then consummating a "short-form
merger" under Section 253 of the General Corporation Law of the State of
Delaware (the "DGCL"), pursuant to which the Purchaser will be merged into the
Company (the "Merger" and, together with the Offer, the "Transaction"). The
Director of the Purchaser has approved the consummation of the Merger for the
same price per Share as paid in the Offer, subject to certain conditions,
including ownership of 90 percent of the outstanding Shares. Once the
Purchaser acquires at least 90 percent of the Shares, the Purchaser will have a
sufficient

<PAGE> 2

number of Shares to effect the Merger without (i) any action whatsoever by the
Board of Directors of the Company or (ii) the affirmative vote of any other
Stockholder as permitted by Section 253 of the DCGL. See "SPECIAL FACTORS--The
Merger" in the Offer to Purchase.
As of March 29, 1996, the Purchaser owned no Shares and Equity
Holdings, the sole stockholder of the Purchaser, owned 8,082,744 Shares, or
approximately 87.9% of Shares outstanding. Equity Holdings intends to transfer
all Shares it owns to the Purchaser upon completion of the Offer. The Purchaser
expects that owners of 495,700 Shares will tender such amount of Shares
pursuant to the Offer. Assuming such Shares are tendered and accepted for
purchase, Equity Holdings will transfer its Shares to the Purchaser and the
Purchaser will effect the Merger. See "SPECIAL FACTORS--Shares Expected to be
Tendered" and "SPECIAL FACTORS--The Merger" in the Offer to Purchase. Assuming
that the Purchaser acquires at least 90 percent of the Shares, the Purchaser
intends to consummate the Merger immediately after consummation of the Offer.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
validly withdrawn, as, if and when the Purchaser gives oral or written notice
to Chemical Mellon Shareholders Services, L.L.C. (the "Depositary") of the
Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all
cases, upon the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
Stockholders for the purpose of receiving payments from the Purchaser and
transmitting such payments to validly tendering Stockholders. Under no
circumstances will interest on the purchase price for Shares be paid by the
Purchaser by reason of any delay in making such payment. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) certificates for such Shares ("Share
Certificates") or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company or the
Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer
Facilities"), pursuant to the procedures set forth in "THE OFFER--Section 3.
Procedures for Tendering Shares" in the Offer to Purchase, (b) the Letter of
Transmittal (or facsimile thereof) properly completed and duly executed with
any required signature guarantees, and (c) any other documents required by the
Letter of Transmittal.
The term "Expiration Date" means 12:00 Midnight, New York City time,
on Thursday, April 25, 1996, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date
at which the Offer, as so extended by the Purchaser, shall expire. The
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, to extend the period during which the Offer is open for any
reason, including the occurrence of any of the conditions specified in the
Offer to Purchase, by giving oral or written notice of such extension to the
Depositary, followed as promptly as practicable by public announcement no later
than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of tendering Stockholders to withdraw such Stockholder's Shares.
The Purchaser's acceptance for payment of Shares tendered pursuant to
any one of the procedures described in the Offer to Purchase and in the Letter
of Transmittal will constitute a binding agreement between the tendering
Stockholder and the Purchaser upon the terms and subject to the conditions of
the Offer. Except as otherwise provided in "THE OFFER--Section 4. Withdrawal
Rights" in the Offer to Purchase, tenders of Shares made pursuant to the Offer
are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date and, unless theretofore accepted for
payment as provided herein, may also be withdrawn at any time sixty days after
March 29, 1996. For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover of the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, and if Share Certificates have been tendered, the name
of the registered holder of the Shares as set forth in the Share Certificate,
if different from that of the person who tendered such Shares. If Share
Certificates have been delivered or otherwise identified to the Depositary,
then prior to the physical release of such certificates, the tendering
Stockholder must submit the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution (as defined in the
Offer to Purchase), except in the case of Shares tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer as set forth in "THE OFFER--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase, the notice of withdrawal must
specify the name and number of the account at the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Shares, in which case a
notice of withdrawal will be effective if a written or facsimile transmission
notice of withdrawal is timely received by the Depositary at its address set
forth on the back cover of the Offer to Purchase. Withdrawals of Shares may not
be rescinded. Any Shares properly withdrawn will be deemed not validly tendered
for purposes of the Offer, but may be retendered at any subsequent time prior
to the Expiration Date by following any of the procedures described in "THE
OFFER--Section 3. Procedures for Tendering Shares" in the Offer to Purchase.
All questions as to the form and validity (including time of receipt) of any
notices of withdrawal will be determined by the Purchaser, in its sole
discretion whose determination will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) and
(viii) of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided the Company's Stockholder list and security
position listings to the Purchaser for the purpose of disseminating the Offer
to Stockholders. The Offer to Purchase and the related Letter of Transmittal
and, if required, other relevant materials will be mailed to Stockholders whose
names appear on the Company's Stockholder list and will be furnished for
subsequent transmittal to beneficial owners of Shares, to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency' security listing.
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND THE RELATED
LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.
Questions and requests for assistance may be directed to the
Information Agent at the address and telephone number set forth below.
Requests for copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or brokers, dealers, commercial banks and trust companies and such
materials will be furnished promptly at the Purchaser's expense. The Purchaser
will not pay any fees or commissions to brokers, dealers, or other persons
(other than the Information Agent) for soliciting tenders of Shares pursuant to
the Offer.

The Information Agent for the Offer is:

GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
BANKS AND BROKERS CALL COLLECT:
(212) 440-9800
TOLL FREE: 1-800-223-2064

March 29, 1996

<PAGE> 1

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (the "Agreement"), dated as of February 16,
1994, is executed by and among EQUITY HOLDINGS LIMITED, an Illinois limited
partnership ("Limited"), RIVERSIDE PARTNERS, an Illinois limited partnership
("Riverside")(Limited and Riverside each individually a "Pledgor" and
collectively the "Pledgors"), and CITIBANK, N.A. (the "Bank").

PRELIMINARY STATEMENTS:

(1) The Bank has entered into a Credit Agreement dated as of February
16, 1994 (said Agreement, as it may hereafter be amended, restated supplemented
or otherwise modified from time to time, being the "Credit Agreement", the
terms defined therein and not otherwise defined herein being used herein as
therein defined) with the Pledgors. The Pledgors will derive substantial direct
and indirect benefit from the transactions contemplated by the Credit
Agreement.

(2) The Pledgors are the owners of the shares (such shares, together
with all additional shares of stock at any time hereafter pledged to the Bank
in accordance with the terms of this Agreement being the "Pledged Shares") of
stock described in Schedule I hereto and issued by the corporations named
therein.

(3) It is a condition precedent to the making of Advances by the Bank
under the Credit Agreement that the Pledgors, shall have made the pledge
contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to
induce the Bank to make Advances under the Credit Agreement, the Pledgors and
the Bank hereby agree as follows:

SECTION 1. Pledge. Each Pledgor hereby pledges to the Bank, and grants
to the Bank a security interest in, the following (the "Pledged Collateral"):

(i) the Pledged Shares, and the certificates representing the Pledged
Shares, and, subject to the provisions of Section 6 hereof, all dividends,
cash, instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the
Pledged Shares; and

(ii) any and all options, warrants, shares of indebtedness or other
instruments, documents or rights with respect to the Pledged Shares
hereafter pledged to the Bank in accordance with the terms of this
Agreement, and, subject to the provisions of Section 6 hereof, all
dividends,

<PAGE> 2

principal, interest, cash instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange
for any or all of the foregoing.

SECTION 2. Security for Obligations. This Agreement secures the
payment of all obligations of the Pledgors now or hereafter existing under the
Credit Agreement and the Note, whether for principal, interest, fees, expenses
or otherwise, and all obligations of the Pledgors now or hereafter existing
under this Agreement (all such obligations of the Pledgors under the Credit
Agreement, the Note and this Agreement being the "Obligations"). Without
limiting the generality of the foregoing, this Agreement secures the payment of
all amounts which constitute part of the Obligations and would be owed by the
Borrowers to the Bank under the Credit Agreement and the Note but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrower.

SECTION 3. Delivery of Pledged Collateral. All certificates or
instruments representing or evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of the Bank pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Bank. The Bank shall have the right, at any time
after an Event of Default, and subject to Section 6 hereof, and without notice
to the Pledgors, to transfer to or to register in the name of the Bank or any
of its nominees any or all of the Pledged Collateral. In addition, the Bank
shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments
of smaller or larger denominations.

SECTION 4. Representations and Warranties. Each Pledgor hereby
represents and warrants as follows:

(a) The Pledged Shares pledged by it hereunder have been duly
authorized and validly issued and are fully paid and non-assessable.

(b) Such Pledgor is the legal and beneficial owner of the Pledged
Collateral pledged by it hereunder, free and clear of any lien, security
interest, option or other charge or encumbrance except for the security
interest created by this Agreement and such Pledgor has full power to enter
into this Agreement.

<PAGE> 3

of the Obligations and, upon delivery of the Pledged Shares to the Bank, such
security interest shall be perfected.

(d) Such Pledgor has the right to vote, pledge and grant a security
interest in or otherwise transfer the Pledged Collateral pledged by it
hereunder, free of any security interest, lien, claim or encumbrance.

(e) No consent of any other person or entity and no authorization,
approval, or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required (i) for the pledge by such Pledgor of
the Pledged Collateral pledged by it pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by such Pledgor, (ii) for
the perfection or maintenance of the security interest created hereby
(including the first priority nature of such security interest) or (iii) for
the exercise by the Bank of the voting or other rights provided for in this
Agreement or the remedies in respect of such Pledged Collateral pursuant to
this Agreement (except as may be required in connection with any disposition of
any portion of such Pledged Collateral by laws affecting the offering and sale
of securities generally).

(f) The Pledged Shares pledged by it on the date hereof constitute the
percentage of the issued and outstanding shares of stock of the respective
issuers thereof indicated on Schedule I, and in the case of any pledge of
Additional Collateral under Section 7 below, such Additional Collateral on the
date of such pledge constitutes the respective percentage of the issued and
outstanding shares of stock of the respective issuers thereof indicated in the
Pledge Certificate executed by the applicable Pledgor in connection therewith.

(g) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

(h) Such Pledgor has, independently and without reliance upon the
Bank, the other Pledgor or any other Person, and based on such documents and
information as it has deemed appropriate, made its own analysis and decision to
enter into this Agreement.

(i) The Pledged Shares pledged by it hereunder have been beneficially
owned by such Pledgor for a period of not less than three (3) years as of the
date of this Agreement.

SECTION 5. Further Assurances. Each Pledgor agrees that at any time
and from time to time, at the expense of such Pledgor, such Pledgor will
promptly execute and deliver all further instruments and documents, and take
all further action, that may be necessary or desirable, or that the Bank may

3
<PAGE> 4

reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Bank to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.

SECTION 6. Voting Rights; Dividends; Etc. (a) So long as no Event of
Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise or refrain from
exercising any and all voting and other consensual rights pertaining to
the Pledged Collateral or any part thereof for any purpose not inconsistent
with the terms of this Agreement or the Credit Agreement; provided,
however, that no Pledgor shall exercise or refrain from exercising any such
right if such action would be reasonably likely to cause a reduction in the
value of the Pledged Collateral with the result that the aggregate
principal amount of the Advances then outstanding would exceed the Facility
Availability Amount in effect at such time.

(ii) Each Pledgor shall be entitled to receive and retain any and all
dividends and interest paid in respect of the Pledged Collateral, provided,
however, that any and all

(A) dividends and interest paid or payable other than in
cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for,
any Pledged Collateral,

(B) dividends and other distributions paid or payable in
cash in respect of any Pledged Collateral in connection with a partial
or total liquidation or dissolution or in connection with a reduction
of capital, capital surplus or paid-in-surplus, and

(C) cash paid, payable or otherwise distributed in respect
of principal of, or in redemption of, or in exchange for, any Pledged
Collateral,

shall be, and shall be forthwith delivered to the Bank to hold as, Pledged
Collateral and shall, if received by any Pledgor, be received in trust for
the benefit of the Bank, be segregated from the other property or funds of
such Pledgor, and be forthwith delivered to the Bank as Pledged Collateral
in the same form as so received (with any necessary indorsement or
assignment).

(iii) The Bank shall execute and deliver (or cause to be executed and
delivered) to each Pledgor all such proxies and other instruments as such
Pledgor may reasonably request for the purpose of enabling such Pledgor to
exercise the voting

4
<PAGE> 5

and other rights which it is entitled to exercise pursuant to paragraph
(i) above and to receive the dividends or interest payments which it is
authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuance of an Event of
Default:

(i) All rights of any Pledgor (x) to exercise or refrain from
exercising the voting and other consensual rights which it would otherwise
be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to
such Pledgor by the Bank, cease and (y) to receive the dividends and
interest payments which it would otherwise be authorized to receive and
retain pursuant to Section 6(a)(ii) shall, upon notice to such Pledgor by
the Bank, cease, and all such rights shall thereupon become vested in the
Bank, and the Bank shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to
receive and hold as Pledged Collateral such dividends and interest
payments.

(ii) All dividends and interest payments which are received by any
Pledgor contrary to the provisions of paragraph (i) of this Section 6(b)
shall be received in trust for the benefit of the Bank, shall be segregated
from other funds of such Pledgor and shall be forthwith paid over to the
Bank as Pledged Collateral in the same form as so received (with any
necessary indorsement).

SECTION 7. Tansfers and Other Liens; Additional Shares. (a) Each
Pledgor agrees that it will not (i) sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, any of
the Pledged Collateral, or (ii) create or permit to exist any lien, security
interest, option or other charge or encumbrance upon or with respect to any of
the Pledged Collateral, except for the security interest under this Agreement.

(b) Each Pledgor agrees that it will pledge hereunder, immediately
upon its acquisition (directly or indirectly) thereof, any and all additional
shares of stock or other securities of each issuer of the Pledged Shares which
are issued in substitution for any or a11 of the Pledged Shares or other
Pledged Collateral and, until such pledge, such shares shall be held in trust
by such Pledgor, subject to the interests of the Bank hereunder.

(c) Each Pledgor may, from time to time, elect to substitute shares
of stock for shares of stock previously pledged to the Bank, pledge additional
shares of stock, cash equivalent investments, debt instruments and other
similar property

<PAGE> 6

("Additional Collateral") to the Bank as security for the Obligations, by
delivering such Additional Collateral accompanied by a certificate made by such
Pledgor (a "Pledge Certificate"), substantially in the form of Exhibit A
hereto, to the Bank. Upon written acknowledgment by the Bank of the delivery to
the Bank of proposed Additional Collateral, and the acceptance by the Bank of
such Additional Collateral as Pledged Collateral (which acceptance may, in the
sole discretion of the Bank, be subject to the satisfaction of each of the
covenants of the applicable Pledgor set forth in Section 3 and 5 hereof in
respect of such Additional Collateral and the sufficiency and validity of the
accompanying Pledge Certificate), such Additional Collateral shall become and
be Pledged Collateral for all purposes of this Agreement.

SECTION 8. Bank Appointed Attorney-in-Fact. Each Pledgor hereby
appoints the Bank as its attorney-in-fact, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor or otherwise, from time
to time in the Bank's sole discretion upon the occurrence and continuance of an
Event of Default to take any action and to execute any instrument which the
Bank may deem necessary or advisable to accomplish the purposes of this
Agreement (subject to the rights of such Pledgor under Section 6), including,
without limitation, to receive, indorse and collect all instruments made
payable to such Pledgor representing any dividend, interest payment or other
distribution in respect of the Pledged Collateral or any part thereof and to
give full discharge for the same.

SECTION 9. Bank May Perform. If either Pledgor fails to perform any
agreement contained herein, after receipt of notice of such nonperformance and
a reasonable time to cure, the Bank may itself perform, or cause performance
of, such agreement, and the reasonable expenses of the Bank incurred in
connection therewith shall be payable by the Pledgors under Section 13.

SECTION 10. The Bank's Duties. The powers conferred on the Bank
hereunder are solely to protect its interest in the Pledged Collateral and
shall not impose any duty upon it to exercise any such powers. The Bank shall
not be liable for any acts, omissions, errors of judgment or mistakes of fact
or law including, without limitation, acts, omissions, errors or mistakes with
respect to the Pledged Collateral, except for those arising out of or in
connection with the Bank's (i) gross negligence or willful misconduct, or (ii)
failure to use reasonable care with respect to the safe custody of the Pledged
Collateral in the Bank's possession. Except for the safe custody of any Pledged
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Bank shall have no duty as to any Pledged Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged

6
<PAGE> 7

Collateral, whether or not the Bank has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Pledged Collateral. All
expenses incurred in connection therewith shall be for the sole account of the
Pledgors, and shall constitute part of the Obligations secured hereby.

SECTION 11. Remedies. (a) The bank shall have, in addition to any
other rights given under this Agreement or by law, all of the rights and
remedies with respect to the Pledged Collateral of a secured party under the
Uniform Commercial Code as in effect in the State of New York. In addition,
after the occurrence of an Event of Default, the Bank shall have such powers of
sale and other powers as may be conferred by applicable law. With respect to
the Pledged Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of the Bank or which the Bank
shall otherwise have the ability to transfer under applicable law, the Bank
may, in its sole discretion, without notice except as specified below, after
the occurrence of an Event of Default, sell or cause the same to be sold at any
exchange, broker's board or at public or private sale, in one or more sales or
lots, at such price as the Bank may deem best, for cash or on credit or for
future delivery, without assumption of any credit risk, and the purchaser of
any or all of the Pledged Collateral so sold shall thereafter own the same,
absolutely free from any claim, encumbrance or right of any kind whatsoever.
The Bank may, in its own name, or in the name of a designee or nominee, buy the
Pledged Collateral at any public sale and, if permitted by applicable law, buy
any or all of the Pledged Collateral at any private sale. The Pledgors will pay
to the Bank all reasonable expenses (including, without limitation, court costs
and reasonable attorneys' and paralegals' fees and expenses) of, or incidental
to, the enforcement of any of the provisions hereof. The Bank agrees to
distribute any proceeds of the sale of the Pledged Collateral in accordance
with the Credit Agreement and the Pledgors jointly and severally shall remain
liable for any deficiency following the sale of the Pledged Collateral.

(b) After an Event of Default, unless any of the Pledged Collateral
threatens to decline speedily in value, the Bank will give the Pledgors
reasonable notice of the time and place of any public sale thereof, or of the
time after which a private sale or other intended disposition is to be made.
Any sale of the Pledged Collateral conducted in conformity with reasonable
commercial practices of banks, commercial finance companies, insurance
companies or other financial institutions disposing of property similar to the
Pledged Collateral shall be deemed to be commercially reasonable.
Notwithstanding any provision to the contrary contained herein, each Pledgor
agrees that any requirements of reasonable notice shall be met if such

<PAGE> 8

notice is received by the Pledgors as provided in Section 13 below at least
five (5) Business Days before the time of the sale or disposition; provided,
however, that the Bank may give any shorter notice that is commercially
reasonable under the circumstances. Any other requirement of notice, demand or
advertisement for sale is waived, to the extent permitted by law.

(c) In view of the fact that federal and state securities laws may
impose certain restrictions on the method by which a sale of the Pledged
Collateral may be effected after an Event of Default, each Pledgor agrees that
after the occurrence of an Event of Default, the Bank may, from time to time,
attempt to sell all or any part of the Pledged Collateral by means of a private
placement restricting the bidders and prospective purchasers to those who are
qualified and will represent and agree that they are purchasing for investment
only and not for distribution. In so doing, the Bank may solicit offers to buy
the Pledged Collateral, or any part of it, from a limited number of investors
deemed by the Bank, in its reasonable judgment, to be financially responsible
parties who might be interested in purchasing the Pledged Collateral. If the
Bank solicits such offers from not less than four (4) such investors, then the
acceptance by the Bank of the highest offer obtained therefrom shall be deemed
to be a commercially reasonable method of disposing of such Pledged Collateral;
provided, however, that this Section does not impose a requirement that the
Bank solicit offers from four or more investors in order for the sale to be
commercially reasonable.

(d) No delay on the part of the Bank in the exercise of any right or
remedy arising under this Agreement, the Credit Agreement, any of the other
Loan Documents or otherwise with respect to all or any part of the Obligations,
the Collateral or any Guaranty of or security for all or any part of the
Obligations shall operate as a waiver thereof, and no single or partial
exercise by the Bank of any such right or remedy shall preclude any further
exercise thereof. Failure by the Bank at any time or times hereafter to
require strict performance by a Pledgor, a Guarantor of all or any part of the
Obligations or any other party of any of the provisions, warranties, terms and
conditions contained in any of the Loan Documents now or at any time or times
hereafter executed by such parties and delivered to the Bank shall not waive,
affect or diminish any right of the Bank at any time or times hereafter to
demand strict performance thereof and such right shall not be deemed to have
been waived by any act or knowledge of the Bank, or its agents, officers or
employees, unless such waiver is contained in an instrument in writing,
directed and delivered to the Pledgors, specifying such waiver, and is signed
by the Bank. No waiver of any Event of Default by the bank shall operate as a
waiver of any other Event of Default or the same Event of Default on a future
occasion, and no action by the Bank permitted hereunder shall in any way affect

8
<PAGE> 9

or impair the Bank's rights and remedies or the obligations of the Pledgors
under this Agreement.

SECTION 12. Registration Rights. The parties hereto have entered into
this Agreement in reliance on the existence of certain rights being available
to the Bank under Rule 144(k) of the Securities and Exchange Commission (as
interpreted in no-action letters thereunder) to dispose of the Pledged
Collateral without registering the Pledged Collateral. If the Bank determines
that the adoption of or any change in the judicial or administrative
interpretation of any law or regulation or any guideline or request from any
governmental authority (whether or not having the force of law) has the effect
of rendering the rights now provided by Rule 144(k) or any other successor rule
or regulation unavailable to the Bank so that the Bank cannot publicly sell all
or any of the Pledged Collateral pursuant to Section 11 without registration of
such Pledged Collateral under the Securities Act (as hereinafter defined), each
Pledgor agrees that, upon request of the Bank, such Pledgor will, at its own
expense:

(a) execute and deliver, and use its best efforts to cause each issuer
of the Pledged Collateral contemplated to be sold and the directors and
officers thereof to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts and things, as
may be necessary or, in the opinion of the Bank, advisable to register such
Pledged Collateral under the provisions of the Securities Act of 1933, as
from time to time amended (the "Securities Act"), and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be
furnished, and to make all amendments and supplements thereto and to the
related prospectus which, in the opinion of the Bank, are necessary or
advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto;

(b) use its best efforts to qualify the Pledged Collateral under the
state securities or "Blue Sky" laws and to obtain all necessary
governmental approvals for the sale of the Pledged Collateral, as requested
by the Bank;

(c) use its best efforts to cause each such issuer to make available
to its security holders, as soon as practicable, an earning statement which
will satisfy the provisions of Section ll(a) of the Securities Act; and

(d) use its best efforts to do or cause to be done all such other acts
and things as may be necessary to make such sale of the Pledged Collateral
or any part thereof valid and

9
<PAGE> 10

binding and in compliance with applicable law.

The Pledgors will reimburse the Bank for all expenses incurred by the Bank,
including, without limitation, reasonable attorneys' and accountants' fees and
expenses in connection with the foregoing. Upon or at any time after the
occurrence of an Event of Default, if the Bank reasonably determines that,
prior to any public offering of any securities constituting part of the Pledged
Collateral, the adoption of or any change in the judicial or administrative
interpretation of any law or regulation or any guideline or request from any
governmental authority (whether or not having the force of law) renders Rule
144(k) or any other successor rule or regulation unavailable to the Bank so
that the Bank cannot publicly sell all or any of the Pledged Collateral
pursuant to Section 11 without registration of such Pledged Collateral under
the Securities Act and as such the securities should be registered under the
Securities Act and/or registered or qualified under any other federal or state
law and such registration and/or qualification is not practicable, then each
Pledgor agrees that it will be commercially reasonable if a private sale, upon
at least five (5) Business Days' notice to the Pledgors, is arranged so as to
avoid a public offering, even though the sales price established and/or
obtained at such private sale may be substantially less then prices which could
have been obtained for such security on any market or exchange or in any other
public sale. Each Pledgors further acknowledges the impossibility of
ascertaining the amount of damages which would be suffered by the Bank by
reason of the failure by either Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if either Pledgor
shall fail to perform any of such covenants, the Pledgors shall pay, as
liquidated damages and not as a penalty, an amount equal to the value of the
Pledged Collateral on the date the Bank shall demand compliance with this
Section.

SECTION 13. Expenses. The Pledgors jointly and severally agree to pay
the Bank upon demand by the Bank the amount of any and all reasonable expenses,
including the reasonable fees and expenses of its counsel and of any experts
and agents, which the Bank may incur in connection with (i) the custody or
preservation of, or the sale of, collection from, or other realization upon,
any of the Pledged Collateral, (ii) the exercise or enforcement of any of the
rights of the Bank hereunder or (iii) the failure by any Pledgor to perform or
observe any of the provisions hereof.

SECTION 14. Amendments. Etc. No amendment or waiver of any provision
of this Agreement, and no consent to any departure by any Pledgor here from,
shall in any event be effective unless the same shall be in writing and signed
by the bank, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which

10
<PAGE> 11

given.

SECTION 15. Notices. All notices and other communications required or
desired to be served, given or delivered hereunder shall be given in the manner
and to the addresses set forth in the Credit Agreement.

SECTION 16. Continuing Security Interest: Assignments under Credit
Agreement. This Agreement shall create a continuing security interest in the
Pledged Collateral and shall (i) remain in full force and effect until the
later of (x) the payment in full of the Obligations and all other amounts
payable under this Agreement, (y) the expiration or termination of the
Commitment, and (z) as to any Pledged Collateral released pursuant to the terms
of the Credit Agreement, the release of such Pledged Collateral, (ii) be
binding upon each Pledgor, its successors and assigns, which shall include,
without limitation, a receiver, trustee or debtor-in-possession of or for such
Pledgor, and (iii) inure to the benefit of, and be enforceable by, the Bank and
its successors, transferees and assigns. Without limiting the generality of the
foregoing clause (iii), the Bank may, subject to the limitations imposed on
such assignment or transfer by the Credit Agreement, assign or otherwise
transfer all or any portion of its rights and obligations under the Credit
Agreement (including, without limitation, all or any portion of its Commitment,
the Advances and the Note) to any other person or entity, and such other person
or entity shall thereupon become vested with all the benefits in respect
thereof granted to the Bank herein or otherwise. Upon the later of the payment
in full of the Obligations and all other amounts payable under this Agreement
and the expiration or termination of the Commitment, the security interest
granted hereby shall terminate and all rights to the Pledged Collateral shall
revert to the Pledgors. Upon any such termination, the Bank will, at the
Pledgors' expense, return to the Pledgors such of the Pledged Collateral as
shall not have been sold or otherwise applied pursuant to the terms hereof and
execute and deliver to the Pledgors such documents as the Pledgors shall
reasonably request to evidence such termination.

SECTION 17. Waivers. The Pledgors waive presentment and demand for
payment of any of the Obligations, protest and notice of dishonor or Event of
Default with respect to any of the Obligations and all other notices to which
the Pledgor might otherwise be entitled except as otherwise expressly provided
herein or in the Credit Agreement.

SECTION 18. GOVERNING LAW. ANY DISPUTE BETWEEN THE BANK AND THE
PLEDGORS ARISING OUT OF OR RELATED TO THE RELATIONSHIP BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY,
OR OTHERWISE SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE

<PAGE> 12

STATE OF NEW YORK.

SECTION 19. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but, if any provision of this Agreement shall be held to
be prohibited or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

SECTION 20. Joint and Several Liability. (a) The obligations of each
Pledgor in respect of the payment of any amount due hereunder shall be joint
and several.

(b) The obligations of each Pledgor hereunder resulting from its joint
and several liability shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:

(i) any extension, renewal, settlement, compromise, waiver or release
in respect of any obligation of the other Pledgor under this Agreement, the
Credit Agreement or the Note or the exchange, release or non-perfection
of any Pledged Collateral or other collateral security therefor;

(ii) any modification or amendment of or supplement to this Agreement,
the Credit Agreement or the Note;

(iii) any change in the partnership or corporate existence, structure
or ownership of the other Pledgor or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the other Pledgor or
its assets;

(iv) the existence of any claim, set-off or other rights which such
Pledgor may have at any time against the other Pledgor or the Bank or any
other Person, whether in connection herewith or any unrelated transactions,
Provided that nothing herein shall prevent the assertion of any such claim
by separate suit or compulsory counterclaim;

(v) any invalidity or unenforceability relating to or against the
other Pledgor for any reason of any provision or all of this Agreement, the
Credit Agreement or the Note, or any provision of applicable law or
regulation purporting to prohibit the payment by such other Pledgor of the
principal of or interest on the Note made by it or any other amount payable
by it under this Agreement or the Credit Agreement; or

(vi) any other act or omission to act or delay of any

12
<PAGE> 13

kind by the other Pledgor or the Bank or any other Person or any other
Circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of such Pledgor's
obligations hereunder.

(c) Each Pledgor's obligations under this Section 20 shall remain in
full force and effect until the principal of and interest on the Note and all
other amounts payable by any Pledgor under the Credit Agreement and this
Agreement shall have been paid in full and the Commitment terminated, and such
obligations shall survive the Termination Date. If at any time any payment of
the principal of or interest on the Note or any other amount payable by any
Pledgor under this Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such Pledgor or
otherwise, the other Pledgor's obligations hereunder with respect to such
payment shall be reinstated at such time as though such payment had been due
but not made at such time.

(d) Each Pledgor irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any right be exhausted or any action be taken by
the Bank or any other Person. against the other Pledgor or any other Person or
the Pledged Collateral or any other collateral security.

(e) upon making by either Pledgor of any payment in respect of the
Obligations of the other Pledgor, such Pledgor shall be subrogated to the
rights of the Bank against such other Pledgor with respect to such payment;
provided that such Pledgor shall not enforce any right or demand or receive any
payment by way of subrogation until all amounts of principal of and interest on
the Note and all other amounts payable under this Agreement and the Credit
Agreement have been paid in full and the Commitment shall have been terminated.

SECTION 21. Section Headings. The section headings herein are for
convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions hereof.

SECTION 22. Execution in Counter Parts. This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of
which shall together constitute one and the same agreement.

SECTION 23. Merger. This Agreement represents the final agreement each
of the Pledgors with respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous agreements, or subsequent
oral agreements, between such Pledgor and the Bank.

<PAGE> 14

IN WITNESS WHEREOF, the Pledgors and the Bank have caused this
Agreement to be duly executed and delivered as of the date first above written.

EQUITY HOLDINGS LIMITED, an Illinois limited
partnership

By: Samuel Zell Revocable Trust established
under Trust Agreement dated January 17, 1990,
its General Partner

By: /s/
--------------------------
Samuel Zell, Trustee

By: Robert H. and B. Ann Lurie Trust established
under Trust Agreement establishing the Robert Lurie
Revocable Trust dated December 19, 1989, its General
Partner

By: /s/
--------------------------
, Trustee
-----------

RIVERSIDE PARTNERS, an Illinois limited partnership

By: Samuel Zell Revocable Trust established under
Trust Agreement dated January 17, 1990, its
General Partner

By: /s/
--------------------------
Samuel Zell, Trustee

By: Robert H. and B. Ann Lurie Trust established
under Trust Agreement establishing the Robert Lurie
Revocable Trust dated December 19, 1989, its
General Partner

By: /s/
--------------------------
, Trustee
-----------

14
<PAGE> 15

CITIBANK, N.A.

By:___________________
Title:

15
<PAGE> 16

SCHEDULE I

Attached to and forming a part of that
certain Pledge Agreement dated as of February 16, 1994, by

Equity Holdings Limited,
Riverside Partners
and
Citibank, N.A.

<TABLE>
<CAPTION>
% of Certificate Number of
Pledgor Stock Issuer Outstanding Number Shares
- - -------------------- ----------- ---------- ----------
<S> <C> <C> <C>
Limited

Great American 1.84% C 3786 204,795
Management and
Investment, Inc. 0.90% SO 102 100,000

0.90% SO 103 100,000

0.54% SO 001 50,000

Itel Corporation 0.30% NI 38558 100,000

0.30% NI 38559 100,000

0.30% NI 31846 100,000

0.30% NI 31847 100,000

0.30% NI 31848 100,000
</TABLE>

<PAGE> 17

EXHIBIT A
Pledge Agreement
as of February 16, 1994

FORM OF
PLEDGE CERTIFICATE

with in pledge to the Bank, pursuant to Section
7(b) of that certain Pledge Agreement dated February 16, 1994 by and among
Equity Holdings Limited, Riverside Partners and Citibank, N.A. (the "Pledge
Agreement", terms defined therein and not otherwise defined herein being used
herein as therein defined) are the following shares of stock that Pledgor
requests become and be Additional Collateral:

<TABLE>
<CAPTION>
% of Certificate Number of
Pledgor Stock Issuer outstanding Number Shares
<S> <C> <C> <C>

</TABLE>

The Pledgor hereby pledges to the Bank, and grants to the Bank a
security interest in the above listed shares and the certificates representing
the above listed shares, and all dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the above listed shares.

The Pledgor hereby represents and warrants as follows:

(a) The above listed shares have been duly authorized and validly
issued and are fully paid and non-assessable.

(b) The Pledgor is the legal and beneficial owner of the above listed
shares, free and clear of any lien, security interest, option or other charge
or encumbrance except for the security interest created by this Pledge
Certificate and the Pledge Agreement and the Pledgor has full power to pledge
the above listed shares.

(c) The Pledge Agreement creates a valid and perfected first priority
security interest in the above listed shares, securing the payment of the
Obligations.

(d) The Pledgor has the right to vote, pledge and grant a security
interest in or otherwise transfer the above listed shares, free of any security
interest, lien, claim or encumbrance.

<PAGE> 18

(e) No consent of any other person or entity and no authorization,
approval, or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required (i) for the pledge by the Pledgor of
the above listed shares, (ii) for the perfection or maintenance of the security
interest created hereby (including the first priority nature of such security
interest) or (iii) for the exercise by the Bank of the voting or other rights
provided for in the Pledge Agreement or the remedies in respect of such
Additional Collateral pledged hereunder (except as may be required in
connection with any disposition of any portion of such Additional Collateral by
laws affecting the offering and sale of securities generally).

(f) The above listed shares constitute the percentage of the issued
and outstanding shares of stock of the respective hereof indicated above.

(g) The above listed shares have been beneficially owned by such
Pledgor for a period of at least three (3) years prior to the date hereof.

[NAME OF PLEDGOR], an Illinois limited
partnership

By: Samuel Zell Revocable Trust
established under Trust Agreement dated
January 17 1990 its General Partner

By:_____________________
Samuel Zell, Trustee

By: Robert H. and B. Ann Lurie Trust
established under Trust Agreement
establishing the Robert Lurie Revocable
Trust dated December 19, 1989, its
General Partner

By:_____________________
______________, Trustee

Acknowledged and agreed this ____ day
of _____________, 199_,

CITIBANK, N.A.

By:___________________
Title:

2
<PAGE> 19

CITIBANK, N.A.

/s/ By: Barbara A. Cohen
------------------
Title: BARBARA A. COHEN
Vice President

<PAGE> 1

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, dated as of January 31, 1989, is between
EQUITY HOLDINGS LIMITED, an Illinois limited partnership, (herein called the
"Pledgor") and CONTINENTAL BANK N.A., a national banking association having its
principal office at 231 South LaSalle Street, Chicago, Illiniois 60697 (herein
called the "Bank").

W I T N E S S E T H:

WHEREAS, the Partners of the Pledgor capitalized the pledgor with
contributions of certain shares of stock that are subject to certain
indebtedness;

WHEREAS, the Pledgor has entered into a Credit Agreement dated as of
January 31, 1989 with the Bank (as amended, renewed, extended or otherwise
modified from time to time, the "Credit Agreement") under which the Bank will
make Loans to the Pledgor that will enable the Pledgor, among other things, to
repay such indebtedness and release such shares of stock from the liens arising
from such indebtedness and to purchase additional shares of stock;

WHEREAS, the Pledgor is the owner of the shares of stock and other
securities described in Schedule 1 hereto, and the Pledgor has agreed to pledge
to the Bank all of such shares of stock and, in certain circumstances,
additional shares of stock, in consideration of such Loans from the Bank; and

WHEREAS, the Credit Agreement provides for the Pledgor to execute and
deliver to the Bank a Pledge Agreement in the form of this Agreement and to
pledge to the Bank all such shares of stock, all as more fully hereinafter set
forth;

NOW, THEREFORE, for and in consideration of the premises and any loan,
advance or other financial accommodation heretofore or hereafter made to the
Pledgor by the Bank, and for other good and valuable consideration, the parties
hereto agree as follows:

1. Definitions. When used herein, the following terms shall have the
following meanings:

Collateral - see Section 2.

Default shall mean the occurrence of an Event of Default or, with
respect to Section 12.1.5 of the Credit Agreement, an Unmatured
Event of Default (as such terms are defined in the Credit
Agreement).

GAMI shall mean Great American Management and Investment, Inc., a
Delaware corporation.

<PAGE> 2

Liabilities shall mean all obligations of the Pledgor to the Bank
under or in connection with the Credit Agreement, this Agreement,
the other Collateral Documents or any other agreement or
instrument executed in connection therewith or herewith,
howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or
due or to become due.

Other terms used but not defined herein are used as defined in the
Credit Agreement.

2. Pledge. As security for the payment of the Liabilities, the Pledgor
hereby pledges to the Bank, and hereby grants to the Bank a security interest
in, all of the following:

A. All of the shares of stock and other securities described in
Schedule 1 hereto, all of the certificates and/or instruments
representing such shares of stock and other securities, and all
cash, securities, dividends, rights and other property at any
time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such
shares or other securities;

B. if, at any time, the sum of all Loans made under the Credit
Agreement is equal to or greater than 50% of the value of shares
of stock of GAMI pledged hereunder (with such value to be (1) the
closing sale price of the shares of stock of GAMI on the
preceding Business Day, as appearing in any regularly published
reporting or quotation service, if such shares are publicly
traded at such time, and (2) a value determined in good faith by
the Bank, if such shares are not publicly traded at such time),
(i) all additional shares of stock of GAMI at such time held by
the Pledgor in any manner to the extent that the pledge of such
additional shares is necessary to bring the sum of all Loans made
under the Credit Agreement at such time to an amount less than
50% of the value of shares of stock of GAMI pledged hereunder at
such time (with such value to be determined as set forth above),
(ii) all of the certificates representing such additional
shares, and (iii) all cash, securities, dividends, rights and
other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all such additional shares; and

C. all other property hereafter delivered to the Bank in
substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such
property and all cash, securities, interest, dividends, rights
and other property at any time and from time to time received,
receivable or

-2-
<PAGE> 3

otherwise distributed in respect of or in exchange for
any or all thereof.

All of the foregoing are herein collectively called the "Collateral".

The Pledgor agrees to deliver to the Bank promptly upon receipt and in
due form for transfer (i.e., endorsed in blank or accompanied by stock powers
executed in blank), any Collateral which may at any time or from time to time
be in or come into the possession or control of the Pledgor; and prior to the
delivery thereof to the Bank, such Collateral shall be held by the Pledgor
separate and apart from its other property and in express trust for the Bank.

3. Warranties. The Pledgor warrants to the Bank that: (a) The Pledgor
is a limited partnership duly organized and validly existing under the laws of
the State of Illinois; (b) the general partners of the Pledgor are Samuel Zell
and Robert Lurie; (c) each of the Pledgor, and Samuel Zell and Robert Lurie, as
general partners of the Pledgor has full power and authority to execute and
deliver this Agreement and to pledge Collateral hereunder; (d) the execution,
delivery and performance of this Agreement, and the pledging of Collateral
hereunder, are within the partnership powers of the Pledgor, and of Samuel Zell
and Robert Lurie, respectively, as general partners of the Pledgor, have been
duly authorized by all necessary partnership action of the Pledgor, do not
require any governmental approval, and do not and will not contravene or
conflict with any provision of law or of the partnership agreement of the
Pledgor, or any agreement binding upon the Pledgor or upon Samuel Zell and
Robert Lurie or upon any of their respective properties; (e) this Agreement is
the legal, valid and binding obligation of the Pledgor and of Samuel Zell and
Robert Lurie, as general partners of the Pledgor, enforceable in accordance
with its terms; (f) the Pledgor is (or at the time of any future delivery,
pledge, assignment or transfer will be) the legal and equitable owner of the
Collateral free, and clear of all liens, security interests and encumbrances of
every description whatsoever other than the security interest created
hereunder: (g) the Bank has and will continue to have at all times, as security
for the Liabilities, a valid perfected first priority security interest in the
Collateral; (h) all shares of stock referred to in Schedule 1 hereto are duly
authorized, validly issued, fully paid and non-assessable; (i) the Collateral
represents on the date hereof not less than 44.18 percent of the total shares
of capital stock issued and outstanding of GAMI; (j) the information contained
in Schedule 1 hereto is true and accurate in all respects; and (k) the address
of the location of the records of the Pledgor concerning the collateral and the
address of the Pledgor's location are as set forth opposite the Pledgor's
signature hereto.

So long as any of the Liabilities shall be outstanding or any
commitment shall exist on the part of the Bank with respect to the creation of
any Liabilities, the Pledgor (i) shall not,

-3-
<PAGE> 4

without the express prior written consent of the Bank, sell, assign, exchange,
pledge or otherwise transfer, encumber, diminish or impair any of its rights
in, to or under any of the Collateral; (ii) shall execute such Uniform
Commercial Code financing statements and other documents (and pay the costs of
filing and recording or re-filing and re-recording the same in all public
offices required by law or deemed necessary or appropriate by the Bank) and do
such other acts and things, all as may be necessary or as the Bank may from
time to time reasonably request, to establish and maintain a valid, perfected
security interest in the Collateral (free of all other liens, claims and rights
of third parties whatsoever) to secure the performance and payment of the
Liabilities; (iii) will keep at its address so indicated opposite its signature
hereto all its records concerning the Collateral, which records shall be of
such a character as will enable the Bank or its designees to determine at any
time the status thereof, and the Pledgor will not duplicate any such records at
any other address unless (A) the duplicate records are clearly and
conspicuously marked to indicate that they are duplicates and (B) the Pledgor
has given the Bank not less than 15 days' prior written notice of the address
at which such duplicate records are to be kept; (iv) will furnish the Bank such
information concerning the Collateral as the Bank may from time to time
reasonably request, and will permit the Bank and its designees, from time to
time, to inspect, audit and make copies of and extracts from all records and
all other papers in the possession of the Pledgor which pertain to the
Collateral, and will, upon request of the Bank at any time when a Default has
occurred and is continuing, deliver to the Bank all of such records and papers;
(v) will not, without the prior written approval of the Bank, enter into any
modification, amendment or supplement, or execute any waiver, extension,
renewal or other agreement with respect to any Collateral; and (vi) will
furnish to the Bank, as soon as possible and in any event within five (5) days
after the occurrence from time to time of any change in the address of the
Pledgor's location, notice in writing of such change.

4. Holding in Name of Bank. etc. The Bank may from time to time,
after the occurrence and during the continuance of a Default, without
notice to the Pledgor, take all or any of the following actions: (a) transfer
all or any part of the Collateral into the name of the Bank or any nominee or
sub-agent for the Bank, with or without disclosing that such Collateral is
subject to the lien and security interest hereunder, (b) appoint one or more
sub-agents or nominees for the purpose of retaining physical possession of the
Collateral, (c) notify the parties obligated on any of the Collateral to make
payment to the Bank of any amounts due or to become due thereunder, (d) enforce
collection of any of the Collateral by suit or otherwise, and surrender,
release or exchange all or any part thereof, or compromise or extend or renew
for any period (whether or not longer than the original period) any obligations
of any nature of any party with respect thereto, (e) endorse any checks, drafts
or other writings in the name of the Pledgor to allow collection of

-4-
<PAGE> 5

the Collateral, and (f) take control of any proceeds of the Collateral.

5. Voting Rights, Dividends, etc. (a) The Pledgor shall be entitled to
exercise any and all voting or consensual rights and powers and stock purchase
or subscription rights (but any such exercise by the Pledgor of stock purchase
or subscription rights may be made only from funds of the Pledgor not
comprising part of the Collateral) relating or pertaining to the Collateral or
any part thereof for any purpose; provided, however, that the Pledgor agrees
that it will not exercise any such right or power in any manner which would
have a material adverse effect on the value of the Collateral or any part
thereof. The Bank shall execute and deliver, or cause to be executed and
delivered, to the Pledgor, all such proxies, powers of attorney and other
instruments as the Pledgor may request for the purpose of enabling the Pledgor
to exercise such rights and powers.

(b) Notwithstanding certain provisions of Section 4 hereof, so long as
the Bank has not given the notice referred to in paragraph (c) below:

A. The Pledgor shall be entitled to receive and retain any and all
dividends payable in respect of the Collateral which are paid in cash
out of the net earnings of GAMI, but all dividends and distributions in
respect of the Collateral or any part thereof made in shares of stock
or other property or representing any return of capital, whether
resulting from a subdivision, combination or reclassification of
Collateral or any part thereof or received in exchange for Collateral
or any part thereof or as a result of any merger, consolidation,
acquisition or other exchange of assets to which GAMI may be a party
or otherwise or as a result of any exercise of any stock purchase or
subscription right, shall be and become part of the Collateral
hereunder and, if received by the Pledgor, shall be forthwith
delivered to the Bank in due form for transfer (i.e., endorsed in
blank or accompanied by stock powers executed in blank) to be held for
the purposes of this Agreement.

B. The Bank shall execute and deliver, or cause to be executed and
delivered, to the Pledgor, all such proxies, powers of attorney,
dividend orders and other instruments as the Pledgor may request for
the purpose of enabling the Pledgor to receive the dividends which it
is authorized to retain pursuant to clause (A) above.

(c) Upon notice from the Bank during the continuance of a Default, and
so long as the same shall be continuing, the right of the Pledgor to receive
the dividends which it is authorized to retain pursuant to Section 5 (b) (A)
hereof shall forthwith cease, and such right shall thereupon become vested in
the Bank who shall have, during the continuance of such Default, the sole and
exclusive authority to receive such dividends. Any and all

-5-
<PAGE> 6
money and other property paid over to or received by the Bank pursuant to this
paragraph (c) hail be retained by the Bank as additional Collateral hereunder
and applied in accordance with the provisions hereof.

6. Purchase of GAMI Shares. The Pledgor agrees that, if at any time
GAMI issues additional shares of stock of GAMI such that the sum of all Loans
made under the Credit Agreement is equal to or greater than 50% of the value of
shares of stock of GAMI pledged hereunder (with such value to be (1) the
closing sale price of the shares of stock of GAMI on the preceding Business
Day, as appearing in any regularly published reporting or quotation service, if
such shares are publicly traded at such time, and (2) a value determined in
good faith by the Bank, if such shares are not publicly traded at such time),
then the Pledgor will buy, and pledge hereunder, such number of such additional
shares as is necessary to bring the sum of all Loans made under the Credit
Agreement at such time to an amount less than 50% of the value of shares of
stock of GAMI pledged hereunder at such time (with such value to be determined
as set forth above).

7. Remedies. (a) whenever a Default shall exist, the Bank may exercise
from time to time any rights and remedies available to it under the Uniform
Commercial Code as in effect in Illinois or otherwise available to it. Without
limiting the foregoing, whenever a Default shall exist the Bank (i) may, to the
fullest extent permitted by applicable law, without notice, advertisement,
hearing or process of law of any kind, (A) sell any or all of the Collateral,
free of all rights and claims of the Pledgor therein and thereto at any public
or private sale of brokers' board and (B) bid for and purchase any or all of
the Collateral at any such public sale and (ii) shall have the right, for and
in the name, place and stead of the Pledgor, to execute endorsements,
assignments, stock powers and other instruments of conveyance or transfer with
respect to all or any of the collateral. The Pledgor hereby expressly waives,
to the fullest extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the exercise by
the Bank of any of its rights and remedies during the continuance of a default.
If any notification of intended disposition of any of the Collateral is
required by law, such notification, if mailed, shall be deemed reasonable and
properly given if mailed by certified or registered mail at least ten days
before such disposition, postage prepaid, addressed to the Pledgor, either at
the address of the Pledgor shown below, or at any other address of the Pledgor
appearing on the records of the Bank. Any proceeds of any of the Collateral may
be applied by the Bank to the payment of expenses in connection with the
Collateral, including, without limitation, reasonable attorneys'

-6-
<PAGE> 7
fees and legal expenses, and any balance of such proceeds shall be applied by
the Bank toward the payment of such of the Liabilities, and in such order of
application, as the Bank may from time to time elect.

(b)(i) Pledgor agrees that, in any sale of any of the Collateral, the
Bank is authorized to comply with any limitation or restriction in connection
with such sale as counsel may advise the Bank is necessary in order to avoid
violation of applicable law (including, without limitation, compliance with
such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and Pledgor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Bank be liable or accountable to Pledgor for any discount allowed
by reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction.

(ii) Without limiting the rights of the Bank under any other provision
of this Agreement, and in addition thereto, Pledgor agrees that, to the maximum
extent permitted by law, after a default shall have occurred and be continuing,
upon written request from the Bank and at the expense of Pledgor, Pledgor shall
cause GAMI to prepare, file and cause to become effective promptly, a
registration statement complying with the Securities Act of 1933, as amended,
for the public sale of such of the Collateral as the Bank may elect, and to
take comparable action to permit such sales under the securities laws of such
jurisdictions as the Bank may designate. Pledgor further agrees to cause GAMI
to enter into and perform its obligations under one or more underwriting
agreements in connection therewith, containing customary representations,
warranties, covenants, indemnities and contribution provisions if requested by
the Bank. If such registration Statement is filed, Pledgor agrees to cause GAMI
(A) to keep any such registration statement and related prospectus current and
in compliance with applicable federal and state securities laws so long as
required to satisfy applicable prospectus delivery requirements and (B) at the
request of the Bank at any time after the effective date of any such
registration statement, to use reasonable efforts to file post-effective
amendments to such registration statement so that the Bank's sales of Collateral
will be covered by a current prospectus and can be made in compliance with all
applicable federal and state securities laws.

(iii) Pledgor further agrees, after a default shall have occurred and
be continuing, and upon written request from the Bank and at the expense of
Pledgor, to (x) deliver and cause GAMI to deliver to the Bank such information
as the Bank shall

<PAGE> 8

reasonably request for inclusion in any registration statement, prospectus or
offering memorandum or in any preliminary prospectus or preliminary offering
memorandum or any amendment or supplement to any thereof or in any other
writing prepared in connection with the offer, sale or resale of all or any
portion of the Collateral, which information shall not contain any untrue
statement of a material fact or omit the state a material fact required to be
stated or necessary to make such information not misleading, and (y) do or
cause to be done all such other acts and things as may be necessary to make
such offer, sale or resale of all or any portion of the Collateral valid and
binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts,
arbitrators or governmental agencies or instrumentalities, domestic or foreign,
having jurisdiction over any such offer, sale or resale.

Without limiting the foregoing paragraph, if the Bank decides to
exercise its right to sell all or any of the Collateral, upon written
request, Pledgor shall furnish or cause to be furnished to the Bank all such
information as the Bank may request in order to qualify such Collateral as
exempt securities, or to permit the sale or resale of such Collateral as exempt
transactions, under federal and state securities laws. Pledgor agrees to allow,
and to cause GAMI to allow, the Bank and any underwriter access at reasonable
times and places to the books, records and premises of GAMI; Pledgor further
agrees to assist, and cause GAMI to assist, the Bank, any underwriter, any
agent of any thereof, and any counsel, accountant or other expert for any
thereof, in inspection, evaluation, and any other "due diligence" action of or
with respect to any such books, records and premises; and Pledgor further
agrees to cause any independent public accountant for GAMI to furnish a letter
to the Bank and underwriters in customary form and covering matters of the type
customarily covered by letters of accountants for issuers to underwriters.

(iv) Pledgor further agrees to indemnify and hold harmless the Bank,
its successors and assigns, each of the Bank's officers, directors, employees
and agents, and any Person in control of any thereof, from and against any
loss, liability, claim, damage and expense, including without limitation,
counsel fees (in this paragraph collectively called the Indemnified
Liabilities), under federal and state securities law or otherwise insofar as
such loss, liability, claim, damage or expense arises (A) out of or is based
upon any untrue statement or alleged untrue statement of a material fact
contained in any registration statement, prospectus or offering memorandum or
in any preliminary prospectus or preliminary offering memorandum or any
amendment or supplement to any thereof or in any other writing prepared in
connection with the offer, sale or resale of all or any portion of the
Collateral unless such untrue statement or material fact was provided by the
Bank specifically for inclusion therein, or (B) arises out of or is based upon
any omission or alleged omission to state therein a material fact

-8-

<PAGE> 9
required to be stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless of any
investigation made by or on behalf of the Bank or any successors thereof, or
any Person in control of any thereof. In connection with a public sale or
other distribution, Pledgor will provide customary indemnification to any
underwriters, their respective successors and assigns, their respective
officers and directors and each Person who controls any such underwriter
(within the meaning of the Securities Act of 1933, as amended). If and to the
extent that the foregoing undertakings in this paragraph may be unenforceable
for any reason, Pledgor agrees to make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities that is permissable
under applicable law. The obligations of Pledgor under this clause (iv) shall
survive any termination of this Agreement.

8. General. The Bank shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral if it takes such action for
that purpose as the Pledgor shall request in writing, but failure of the Bank to
comply with any such request shall not of itself be deemed a failure to
exercise reasonable care, and no failure of the Bank to preserve or protect any
rights with respect to the Collateral against prior parties, or to do any act
with respect to preservation of the Collateral not so requested by the Pledgor,
shall be deemed a failure to exercise reasonable care in the custody or
preservation of any Collateral.

No delay on the part of the Bank in exercising any right, power or
remedy shall operate as a waiver thereof, and no single or partial exercise of
any such right, power or remedy shall preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement shall be effective unless the same shall be in writing and signed and
delivered by the Bank, and then such amendment, modification, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

All obligations of the Pledgor and all rights, powers and remedies of
the Bank expressed herein are in addition to all other rights, powers and
remedies possessed by the Bank, including, without limitation, those provided by
applicable law or in any other written instrument or agreement relating to any
of the Liabilities or security therefore.

This Agreement has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the

-9-

<PAGE> 10

remainder of such provision or the remaining provisions of this Agreement.

This Agreement shall be binding upon the Pledgor and the Bank and their
respective successors and assigns, and shall inure to the benefit of the
Pledgor and the Bank and the respective successors and assigns of the Pledgor
and the Bank.

The Pledgor hereby irrevocably agrees that any legal action or
proceeding pertaining to this Agreement may be brought in the Courts of the
State of Illinois, County of Cook, or of the United States of America for the
Northern District of Illinois, and by its execution and delivery of a
counterpart hereof, the Pledgor irrevocably submits to the jurisdiction of such
courts and appoints Rosenberg, Liebentritt & Associates, PC, having an address
at the date hereof at Two North Riverside Plaza, Chicago, Illinois 60606, as
its agent to receive service of process in any such action or proceeding. The
Pledgor hereby irrevocably agrees that service of process in any such action or
proceeding may be made either by mailing, by registered or certified mail,
postage prepaid, a copy of the summons and complaint, or other legal process,
in such action or proceeding to the Pledgor at its address shown on the
signature page hereof (or any other address of the Pledgor appearing on the
records of the Bank) or by delivering a copy of such process to the Pledgor in
care of the Pledgor's agent for such purpose at such agent's address in
Chicago. Service of process in any such action or proceeding, effected as
aforesaid, shall be effective upon receipt by the Pledgor or such agent and
shall be deemed personal service upon the Pledgor and shall be legal and binding
upon the Pledgor for all purposes, notwithstanding any failure on the part of
the Pledgor's agent to forward copies of such process to the Pledgor. The
Pledgor hereby waives, to the fullest extent permitted by law, any objection it
may now or hereafter have to the laying of venue in any such action or
proceeding in any such court as well as any right it may now or hereafter have
to remove any such action or proceeding, once commenced, to another court on
the grounds of forum non conveniens or otherwise.

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<PAGE> 11
THE PLEDGOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first above written.

EQUITY HOLDINGS LIMITED
an Illinois Limited Partnership

Address:
Two North Riverside Plaza By: /s/
Chicago, Illinois 60606 -----------------------
Attn: Robert Lurie a general partner of
Equity Holding Limited,
an Illinois Limited Partnership

CONTINENTAL BANK N.A.

Address:

231 South LaSalle Street By: /s/
Chicago, Illinois 60697 ----------------------
Vice President

<PAGE> 12

SCHEDULE 1
TO
PLEDGE AGREEMENT*

STOCK

<TABLE>
<CAPTION>
Pledged Shares
as % of Total
Common Shares Total Common Shares
Certificate No. Of Issued and of Issuer Issued
Issuer No. Shares Outstanding and Outstanding
<S> <C> <C> <C> <C>
GAMI C 2317 100,000
GAMI C 2319 100,000
GAMI C 2320 100,000
GAMI C 2321 100,000
GAMI C 2322 100,000
GAMI C 2323 100,000
GAMI C 2324 100,000
GAMI C 2325 100,000
GAMI C 2326 100,000
GAMI C 2327 100,000
GAMI C 2328 65,833
GAMI C 2334 100,000
GAMI C 628 312,992
GAMI C 3699 2,500,000
- - --------------------------------------------------------------------------------------------------------
3,978,825 44.18% 9,005,508
</TABLE>

* Schedule 1 of original pledge agreement. Shares subject to such pledge
agreement are presently 1,800,000 shares. (This explanatory note is not part
of the original document.)

<PAGE> 1

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, dated as of May 12, 1994, is made and given by
Equity Holdings Limited, an Illinois limited partnership (the "Pledgor"), to
First Bank National Association, a national banking association (the "Bank").

RECITALS

A. The Pledgor, Riverside Partners, an Illinois limited partnership
("Co-Borrower") and the Bank have entered into a Credit Agreement dated as of
May 12, 1994 (as the same may hereafter be amended, restated, or otherwise
modified from time to time, the "Credit Agreement") pursuant to which the Bank
has agreed to extend to the Pledgor and Co-Borrower certain credit
accommodations.

B. The Pledgor is the owner of the shares (the "Pledged Shares") of
stock described in Schedule I hereto issued by the corporations named therein.

C. It is a condition precedent to the obligation of the Bank to
extend credit accommodations pursuant to the terms of the Credit Agreement that
this Agreement be executed and delivered by the Pledgor.

D. The Pledgor finds it advantageous, desirable and in the best
interests of the Pledgor to comply with the requirement that this Agreement be
executed and delivered to the Bank.

NOW, THEREFORE, in consideration of the premises and in order to
induce the Bank to enter into the Credit Agreement and to extend credit
accommodations to the Pledgor thereunder, the Pledgor hereby agrees with the
Bank for the Bank's benefit as follows:

Section 1. Defined Terms.

1 (a) As used in this Agreement, the following terms shall have the
meanings indicated:

"Collateral" shall have the meaning given to such term in Section 2.

"Event of Default" shall have the meaning given to such term in
Section 11.

<PAGE> 2
"Lien" shall mean any security interest, mortgage, pledge, lien,
charge, encumbrance, title retention agreement or analogous instrument or
device (including the interest of the lessors under capitalized leases), in, of
or on any assets or properties of the Person referred to.

"Obligations" shall mean (a) all indebtedness, liabilities and
obligations of the Pledgor to the Bank or every kind, nature or description
under the Credit Agreement, including the Pledgor's obligation on any promissory
note or notes under the Credit Agreement and any note or notes hereafter issued
in substitution or replacement thereof (collectively, the "Note"), (b) all
liabilities of the Pledgor under this Agreement, and (c) in all cases whether
due or to become due, and whether now existing or hereafter arising or
incurred.

"Person" shall mean any individual, corporation, partnership, joint
venture, firm, association, trust, unincorporated organization, government or
governmental agency or political subdivision or any other entity, whether
acting in an individual, fiduciary or other capacity.

"Pledged Shares" shall have the meaning given to such term in Recital B
above.

"Security Interest" shall have the meaning given to such term in
Section 2.

1 (b) Terms Defined in Uniform Commercial Code. All other terms used
in this Agreement that are not specifically defined herein or the definitions
of which are not incorporated herein by reference shall have the meaning
assigned to such terms in the Uniform Commercial Code in effect in the State of
Minnesota as of the date first above written to the extent such other terms are
defined therein.

1 (c) Singular/Plural, Etc. Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, the
singular, the plural and "or" has the inclusive meaning represented by the
phrase "and/or." The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation." The words "hereof,"
"herein," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
References to Sections are references to Sections in this Pledge Agreement
unless otherwise provided. All references to agreements and other contractual
instruments shall be deemed to include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms, and all
references to persons shall be deemed to include their permitted successors and
assigns. All incorporations by reference of covenants, terms, definitions or
other provisions from other agreements are incorporated into

-2-

<PAGE> 3
this Agreement as if such provisions were fully set forth herein, and include
all necessary definitions and related provisions from such other agreements,
and all such covenants, terms, definitions or other provisions from other
agreements incorporated into this Agreement by reference shall survive any
termination of such other agreements until the Obligations are irrevocably paid
in full and all obligations of the Bank to advance financial accommodations
under the Credit Agreements are terminated.

Section 2. Pledge. As security for the payment and performance of
all of the Obligations, the Pledgor hereby pledges to the Bank and grants to
the Bank a security interest (the "Security Interest") in the following (the
"Collateral"):

2(a) The Pledged Shares and the certificates representing the
Pledged Shares, and all dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
Pledged Shares.

2(b) All additional shares of stock of any issuer of the
Pledged Shares or other securities or debt instruments from time to
time acquired by the Pledgor in any manner and pledged to the Bank
pursuant to a Pledge Agreement Supplement in the form of Exhibit A
attached hereto, and the certificates representing such additional
shares which, after such pledge and delivery shall be deemed
"Pledged Shares" under this Agreement, and all dividends, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

2(c) All proceeds of any and all of the foregoing (including
proceeds that constitute property of types described above).

Section 3. Delivery of Collateral. All certificates and instruments
representing or evidencing the Pledged Shares shall be delivered to the Bank
contemporaneously with the execution of this Agreement. All certificates and
instruments representing or evidencing Collateral received by the Pledgor after
the execution of this Agreement shall be delivered to the Bank promptly upon
the Pledgor's receipt thereof. All such certificates and instruments shall be
held by or on behalf of the Bank pursuant hereto and shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance satisfactory to
the Bank. The Bank shall have the right at any time, after an Event of Default,
to cause any or all of the Collateral to be transferred of record into the name
of the Bank or its nominee (but subject to the rights of the Pledgor under
Section 6) and to exchange certificates representing or evidencing Collateral
for certificates of smaller or larger denominations. Notwithstanding any of the
foregoing, as to any Collateral

-3-

<PAGE> 4
consisting of book-entry or uncertificated securities or securities which are
held by a third Person, the Pledgor shall deliver to the Bank evidence
satisfactory to the Bank that such Collateral has been registered in the name
of, or as pledged to, the Bank. Such evidence shall include the acknowledgment
of the issuer or Person holding such Collateral that such issuer or Person
holds such Collateral as agent for the Bank and that such Collateral is
identified on the books of such issuer or third Person as belonging to or
pledged to the Bank.

Section 4. Certain Warranties and Covenants. The Pledgor makes the
following warranties and covenants:

4(a) The Pledgor has title to the Pledged Shares and will have
title to each other item of Collateral hereafter acquired, free of
all Liens except the Security Interest.

4(b) The Pledgor has full power and authority to execute this
Pledge Agreement, to perform the Pledgor's obligations hereunder and
to subject the Collateral to the Security Interest created hereby.

4(c) No financing statement covering all or any part of the
Collateral is on file in any public office (except for any financing
statements filed by the Bank).

4(d) The Pledged Shares have been duly authorized and validly
issued by the issuer thereof and are fully paid and non-assessable.
The certificates representing the Pledged Shares are genuine. The
Pledged Shares are not subject to any offset or similar right or
claim of the issuers thereof.

4(e) The Pledged Shares constitute the percentage of the issued
and outstanding shares of stock of the respective issuers thereof
indicated on Schedule I (if any such percentage is so indicated).

Section 5. Further Assurances. The Pledgor agrees that at any time
and from time to time, at the expense of the Pledgor, the Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or that the Bank may reasonably request, in order
to perfect and protect the Security Interest or to enable the Bank to exercise
and enforce its rights and remedies hereunder with respect to any Collateral
(but any failure to request or assure that the Pledgor execute and deliver such
instruments or documents or to take such action shall not affect or impair the
validity, sufficiency or enforceability of this Agreement and the Security
Interest, regardless of whether any such item was or was not executed and
delivered or action taken in a similar context or on a prior occasion).

-4-

<PAGE> 5
Section 6. Voting Rights; Dividends; Etc.

6(a) Subject to paragraph (d) of this Section 6, the Pledgor shall
be entitled to exercise or refrain from exercising any and all voting and other
consensual rights pertaining to the Pledged Shares or any other stock that
becomes part of the Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement or the Credit Agreement;
provided, however, that the Pledgor shall not exercise or refrain from
exercising any such right if such action could reasonably be expected to have a
material adverse effect on the value of the Collateral or any material part
thereof.

6(b) Subject to paragraph (e) of this Section 6, the Pledgor shall
be entitled to receive, retain, and use in any manner not prohibited by the
Credit Agreement any and all dividends paid in respect of the Collateral;
provided, however, that any and all

(i) dividends paid or payable other than in cash in respect of,
and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Collateral,

(ii) dividends and other distributions paid or payable in cash
in respect of any Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in-surplus, and

(iii) cash paid, payable or otherwise distributed in redemption
of, or in exchange for, any Collateral,

shall be, and shall be forthwith delivered to the Bank to hold as,
Collateral and shall, if received by the Pledgor, be received in trust for the
benefit of the Bank, be segregated from the other property or funds of the
Pledgor, and be forthwith delivered to the Bank as Collateral in the same form
as so received (with any necessary indorsement or assignment). The Pledgor
shall, upon request by the Bank, promptly execute all such documents and do all
such acts as may be necessary or desirable to give effect to the provisions of
this Section 6(b).

6(c) The Bank shall execute and deliver (or cause to be executed and
delivered) to the Pledgor all such proxies and other instruments as the Pledgor
may reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other rights that it is entitled to exercise pursuant to Section
6(a) hereof and to receive the dividends that it is authorized to receive and
retain pursuant to Section 6(b) hereof.

-5-
<PAGE> 6
6(d) Upon the occurrence and during the continuance of
any Event of Default, the Bank shall have the right in its sole discretion, and
the Pledgor shall execute and deliver all such proxies and other instruments as
may be necessary or appropriate to give effect to such right, to terminate all
rights of the Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 6(a) hereof, and all such rights shall thereupon become
vested in the Bank which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights; provided,
however, that the Bank shall not be deemed to possess or have control over any
voting rights with respect to any Collateral unless and until the Bank has
given written notice to the Pledgor that any further exercise of such voting
rights by the Pledgor is prohibited and that the Bank and/or its assigns will
henceforth exercise such voting rights; and provided, further, that neither the
registration of any item of Collateral in the Bank's name nor the exercise of
any voting rights with respect thereto shall be deemed to constitute a
retention by the Bank of any such Collateral in satisfaction of the Obligations
or any part thereof.

6(e) Upon the occurrence and during the continuance of any
Event of Default:

(i) all rights of the Pledgor to receive the dividends that it
would otherwise be authorized to receive and retain pursuant to Section
6(b) hereof shall cease, and all such rights shall thereupon become
vested in the Bank who shall thereupon have the sole right to receive
and hold such dividends as Collateral, and

(ii) all payments of dividends that are received by the Pledgor
contrary to the provisions of paragraph (i) of this Section 6(e) shall
be received in trust for the benefit of the Bank, shall be segregated
from other funds of the Pledgor and shall be forthwith paid over to the
Bank as Collateral in the same form as so received (with any necessary
indorsement).

Section 7. Transfers and Other Liens; Additional Shares.

7(a) Except as may be permitted by the Credit Agreement, the Pledgor
agrees that it will not (i) sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, any of the
Collateral, or (ii) create or permit to exist any Lien, upon or with respect to
any of the Collateral.

7(b) The Pledgor agrees that it will (i) cause each issuer of the
Pledged Shares that it controls not to issue any stock or other securities in
substitution for the Pledged Shares issued by such issuer, except to the
Pledgor, and a (ii) pledge hereunder, immediately upon its acquisition (directly
or indirectly) thereof, any and

-6-
<PAGE> 7
all additional shares of stock or other securities of each issuer of the
Pledged Shares issued in substitution for the Pledged Shares.

Section 8. Bank Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Bank the Pledgor's attorney-in-fact, with full authority in the
place and stead of such Pledgor and in the name of such Pledgor or otherwise,
from time to time in the Bank's good-faith discretion, to take any action and
to execute any instrument that the Bank may reasonably believe necessary or
advisable to accomplish the purposes of this Agreement (subject to the rights
of the Pledgor under Section 6 hereof), in a manner consistent with the terms
hereof, including, without limitation, to receive, indorse and collect all
instruments made payable to the Pledgor representing any dividend or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same. The powers granted by the Pledgor to the Bank and its
delegates hereby shall be deemed powers coupled with an interest and the same
are irrevocable.

Section 9. Bank May Perform. If the Pledgor fails to perform any
agreement contained herein, the Bank may itself perform, or cause performance
of, such agreement, and the reasonable expenses of the Bank incurred in
connection therewith shall be payable by the Pledgor under Section 14 hereof.

Section 10. The Bank's Duties. The powers conferred on the Bank
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. The Bank shall be deemed
to have exercised reasonable care in the safekeeping of any Collateral in its
possession if such Collateral is accorded treatment substantially equal to the
safekeeping which the Bank accords its own property of like kind. Except for
the safekeeping of any Collateral in its possession and the accounting for
monies and for other properties actually received by it hereunder, the Bank
shall have no duty, as to any Collateral, as to ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not the Bank has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any Persons or any other rights pertaining to any
Collateral. The Bank will take action in the nature of exchanges, conversions,
redemption, tenders and the like requested in writing by the Pledgor with
respect to any of the Collateral in the Bank's possession if the Bank in its
reasonable judgment determines that such action will not impair the Security
Interest or the value of the Collateral, but a failure of the Bank to comply
with any such request shall not of itself be deemed a failure to exercise
reasonable care.

Section 11. Default. Each of the following occurrences shall
constitute an Event of Default under this Agreement (a) the Pledgor shall fail
to observe or perform any covenant or agreement applicable to the Pledgor under
this Agreement and such failure shall continue for 3 calendar days after
whichever of the following

-7-

<PAGE> 8
is the earliest: (i) the date the Pledgor gives notice of such failure
to the Bank, (ii) the date the Pledgor knew or should have known of such
failure, and (iii) the date the Bank gives notice of such failure to the
Pledgor; or (b) any representation or warranty made by the Pledgor in this
Agreement or in any financial statements, reports or certificates heretofore or
at any time hereafter submitted by or on behalf of the Pledgor to the Bank
shall prove to have been false or materially misleading when made; or (c) any
Event of Default shall occur under the Credit Agreement.

Section 12. Remedies upon Default. If any Event of Default shall
have occurred and be continuing:

12(a) The Bank may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code of the State of Minnesota
(the "Code") in effect at that time (whether or not the Code then
applies to the affected Collateral), and may, without notice except as
specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's
board or at any of the Bank's offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the Bank
may reasonably believe are commercially reasonable. The Pledgor agrees
that, to the extent notice of sale shall be required by law, at least
ten days' prior notice to the Pledgor of the time and place of any
public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Bank shall not be
obligated to make any sale of Collateral regardless of notice of sale
having been given. The Bank may adjourn any public or private sale
from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.

12(b) The Bank may notify any Person obligated on any of the
Collateral that the same has been assigned or transferred to the Bank
and that the same should be performed as requested by, or paid
directly to, the Bank, as the case may be. The Pledgor shall join in
giving such notice, if the Bank so requests. The Bank may, in the
Bank's name or in the Pledgor's name, demand, sue for, collect or
receive any money or property at any time payable or receivable on
account of, or securing, any such Collateral or grant any extension
to, make any compromise or settlement with or otherwise agree to
waive, modify, amend or change the obligation of any such Person.

12(c) Any cash held by the Bank as Collateral and all cash
proceeds received by the Bank in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral
shall be applied, with

-8-
<PAGE> 9
reasonable promptness, by the Bank against, all or any part of the Obligations
(including any expenses of the Bank payable pursuant to Section 14 hereof).

Section 13. Waiver of Certain Claims. The Pledgor acknowledges that
because of present or future circumstances, a question may arise under the
Securities Act of 1933, as from time to time amended (the "Securities Act"),
with respect to any disposition of the Collateral permitted hereunder. The
Pledgor understands that compliance with the Securities Act may very strictly
limit the course of conduct of the Bank if the Bank were to attempt to dispose
of all or any portion of the Collateral and may also limit the extent to which
or the manner in which any subsequent transferee of the Collateral or any
portion thereof may dispose of the same. There may be other legal restrictions
or limitations affecting the Bank in any attempt to dispose of all or any
portion of the Collateral under the applicable Blue Sky or other securities
laws or similar laws analogous in purpose or effect. The Bank may be compelled
to resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Collateral for
their own account for investment only and not to engage in a distribution or
resale thereof. The Pledgor agrees that the Bank shall not incur any
liability, and any liability of the Pledgor for any deficiency shall not be
impaired, as a result of the sale of the Collateral or any portion thereof at
any such private sale in a manner that the Bank reasonably believes is
commercially reasonable (within the meaning of Section 9-504(3) of the Uniform
Commercial Code). The Pledgor hereby waives any claims against the Bank arising
by reason of the fact that the price at which the Collateral may have been sold
at such sale was less than the price that might have been obtained at a public
sale or was less than the aggregate amount of the Obligations, even if the Bank
shall accept the first offer received and does not offer any portion of the
Collateral to more than one possible purchaser. The Pledgor further agrees that
the Bank has no obligation to delay sale of any Collateral for the period of
time necessary to permit the issuer of such Collateral to qualify or register
such Collateral for public sale under the Securities Act, applicable Blue Sky
laws and other applicable state and federal securities laws, even if said
issuer would agree to do so. Without limiting the generality of the foregoing,
the provisions of this Section would apply if, for example, the Bank were to
place all or any portion of the Collateral for private placement by an
investment banking firm, or if such investment banking firm purchased all or
any portion of the Collateral for its own account, or if the Bank placed all or
any portion of the Collateral privately with a purchaser or purchasers.

Section 14. Costs and Expenses; Indemnity. The Pledgor will pay or
reimburse the Bank on demand for all out-of-pocket expenses (including in each
case all filing and recording fees and taxes and all reasonable fees and
expenses of counsel and of any experts and agents) incurred by the Bank in
connection with the creation, perfection, protection, satisfaction, foreclosure
or enforcement of the Security Interest and the preparation, administration
(other than day to day routine

-9-
<PAGE> 10
administration for similar loans), continuance, amendment or enforcement of
this Agreement, and all such costs and expenses shall be part of the
Obligations secured by the Security Interest. The Pledgor shall indemnify and
hold the Bank harmless from and against any and all claims, losses and
liabilities (including reasonable attorneys' fees) growing out of or resulting
from this Agreement (including enforcement of this Agreement) or the Bank's
actions pursuant hereto, except claims, losses or liabilities resulting from
the Bank's gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction. Any liability of the Pledgor to
indemnify and hold the Bank harmless pursuant to the preceding sentence shall
be part of the Obligations secured by the Security Interest. The obligations of
the Pledgor under this Section shall survive any termination of this Agreement.

Section 15. Waivers and Amendments; Remedies. This Agreement can be
waived, modified, amended, terminated or discharged, and the Security Interest
can be released, only explicitly in a writing signed by the Bank and the
Pledgor. A waiver so signed shall be effective only in the specific instance
and for the specific purpose given. Mere delay or failure to act shall not
preclude the exercise or enforcement of any rights and remedies available to
the Bank. All rights and remedies of the Bank shall be cumulative and may be
exercised singly in any order or sequence, or concurrently, at the Bank's
option, and the exercise or enforcement of any such right or remedy shall
neither be a condition to nor bar the exercise or enforcement of any other.

Section 16. Notices. Any notice or other communication to any party
in connection with this Agreement shall be in writing and shall be sent by
manual delivery, telefacsimile transmission, overnight courier or United States
mail (postage prepaid, registered or certified mail, return receipt requested)
addressed to such party at the address specified on the signature page hereof,
or at such other address as such party shall have specified to the other party
hereto in writing. All periods of notice shall be measured from the date of
delivery thereof if manually delivered, from the date of sending thereof if
sent by telefacsimile transmission, from the first business day after the date
of sending if sent by overnight courier, or from the date of receipt or refusal
of receipt if mailed.

Section 17. Pledgor Acknowledgments. The Pledgor hereby acknowledges
that (a) the Pledgor has been advised by counsel in the negotiation, execution
and delivery of this Agreement, (b) the Bank has no fiduciary relationship to
the Pledgor, the relationship being solely that of debtor and creditor, and (c)
no joint venture exists between the Pledgor and the Bank.

Section 18. Continuing Security Interest; Assignments under Credit
Agreement. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment in
full of

- 10 -

<PAGE> 11
the Obligations and the expiration of the obligation, if any, of the Bank to
extend credit accommodations to the Pledgor under the Credit Agreement, (b) be
binding upon the Pledgor, its successors and assigns, and (c) inure, together
with the rights and remedies of the Bank hereunder, to the benefit of, and be
enforceable by, the Bank and its successors, transferees and assigns to the
extent permitted under the Credit Agreement. Without limiting the generality of
the foregoing clause (c), the Bank may assign or otherwise transfer all or any
portion of its rights and obligations under the Credit Agreement to any other
Person to the extent and in the manner provided in the Credit Agreement, and
may similarly transfer all or any portion of its rights under this Pledge
Agreement to such Persons.

Section 19. Release of Pledged Shares; Termination of Security
Interest. From time to time, as provided in Section 2.7(c) of the Credit
Agreement, the Bank, upon written request of the Pledgor, may release stock
certificates evidencing Pledged Shares. Upon payment in full of the Obligations
and the expiration of any obligation of the Bank to extend credit
accommodations to the Borrower, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the Pledgor. Upon
any such termination, the Bank will return to the Pledgor such of the
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof and execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such termination. Any reversion or
return of the Collateral upon termination of this Agreement and any instruments
of transfer or termination shall be at the expense of the Pledgor and shall be
without warranty by, or recourse on, the Bank. As used in this Section,
"Pledgor" includes any assigns of Pledgor, any Person holding a subordinate
security interest in any part of the Collateral or whoever else may be lawfully
entitled to any part of the Collateral.

Section 20. Governing Law and Construction. THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and
any other statement, instrument or transaction contemplated hereby or relating
hereto shall be interpreted in such manner as to be effective and valid under
such applicable law, but, if any provision of this Agreement or any other
statement, instrument or transaction contemplated hereby or relating hereto
shall be held to be prohibited or invalid under such applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or

-11-
<PAGE> 12
the remaining provisions of this Agreement or any other statement, instrument
or transaction contemplated hereby or relating hereto.

Section 21. Consent to Jurisdiction. AT THE OPTION OF THE BANK,
THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT
SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE PLEDGOR CONSENTS TO THE
JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE PLEDGOR COMMENCES ANY ACTION IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING
DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE
BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

Section 22. Waiver of Jury Trial. EACH OF THE PLEDGOR AND THE BANK,
BY ITS ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 23. General. All representations and warranties contained
in this Agreement or in any other agreement between the Pledgor and the Bank
shall survive the execution, delivery and performance of this Agreement and the
creation and payment of the Obligations until the irrevocable payment in full
of the Obligations. The Pledgor waives notice of the acceptance of this
Agreement by the Bank. Captions in this Agreement are for reference and
convenience only and shall not affect the interpretation or meaning of any
provision of this Agreement.

-12-
<PAGE> 13
IN WITNESS WHEREOF, the Pledgor has caused this Pledge
Agreement to be duly executed and delivered by a general partner thereunto
duly authorized as of the date first above written.

EQUITY HOLDINGS LIMITED
an Illinois limited partnership

By Samuel Zell Revocable Trust
established under Trust Agreement
dated January 17, 1990,
general partner

By /s/ Samuel Zell
----------------------------------
Samuel Zell, Trustee

By Robert H. and B. Ann Lurie Trust
established under Trust Agreement
establishing the Robert Lurie
Revocable Trust dated December 19,
1989, general partner

By /s/ Sheli Z. Rosenberg
----------------------------------
Sheli Z. Rosenberg, Trustee

Address:

Two North Riverside Plaza
Chicago, Illinois 60606
Attention:

Telefacsimile: 312-454-9946

Address for the Bank:

First Bank National Association
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Telefacsimile (612) 973-0824

-13-

<PAGE> 14
SCHEDULE I
TO
PLEDGE AGREEMENT

<TABLE>
<CAPTION>
Share
Class of Number Date Certificate Par
Issuer Stock of Shares Purchased Numbers Value
- - ------- -------- ---------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>

GAMI Common 100,000 Prior to C4769 $.01
1/1/90

GAMI Common 100,000 Prior to C4770 $.01
1/1/90

GAMI Common 100,000 Prior to C4771 $.01
1/1/90

</TABLE>

As of the date of the Pledge Agreement, Pledgor owns 72.44% of the outstanding
classes of voting stock of the Issuer.

-14-
<PAGE> 15
EXHIBIT A
TO PLEDGE AGREEMENT

PLEDGE AGREEMENT SUPPLEMENT

THIS PLEDGE AGREEMENT SUPPLEMENT ("Supplement"), dated _________199_,
is made and given by EQUITY HOLDINGS LIMITED, an Illinois limited partnership
(the "Pledgor"), to FIRST BANK NATIONAL ASSOCIATION, a national banking
association (the "Bank").

WITNESSETH:

The Pledgor, Riverside Partners, an Illinois limited partnership, and the Bank
entered into a Credit Agreement dated as of May 12, 1994 (as amended, modified
or supplemented from time to time, the "Credit Agreement") and Pledgor has
entered into a Pledge Agreement in favor of the Bank of even date with the
Credit Agreement (as amended, modified or supplemented from time to time, the
"Pledge Agreement").

NOW, THEREFORE, in consideration of the premises and the agreements set forth
herein, the Pledgor hereby supplements the Pledge Agreement as follows:

1. As security for the payment of the Obligations, the Pledgor hereby pledges
and grants to the Bank a continuing security interest in and to all right,
title and interest of Pledgor whatsoever in the shares of stock described on
Annex I hereto (the "Additional Pledged Shares") and the certificates
representing the Additional Pledged Shares, and all dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Additional Pledged Shares, and all proceeds of any and all of the foregoing.
This pledge and grant of security interest is made under and pursuant to the
terms of the Credit Agreement and the Pledge Agreement.

2. The Pledgor warrants and represents that it is the lawful owner of the
Additional Pledged Shares described on Annex I hereto, and that the Additional
Pledged Shares are free and clear of all Liens, except for Liens in favor of
Bank.

3. This Supplement supplements and amends the Pledge Agreement. From and after
the date hereof, all representations, warranties and covenants of the Pledgor
in the Credit Agreement and the Pledge Agreement with respect to Pledged Shares
are applicable to the Additional Pledged Shares described on Annex I hereto.

<PAGE> 16
4. Terms used in this Supplement with initial capital letters and not defined
herein shall have the meanings assigned thereto in the Pledge Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement Supplement
to be duly executed and delivered by its general partner as of the date first
above written.

EQUITY HOLDINGS LIMITED
an Illinois limited partnership

By Samuel Zell Revocable Trust
established under Trust Agreement
dated January 17, 1990, general partner

By
--------------------------------
Samuel Zell, Trustee

By Robert H. and B. Ann Lurie Trust
established under Trust Agreement
establishing the Robert Lurie
Revocable Trust dated December 19, 1989,
general partner

By
---------------------------------
Sheli Z. Rosenberg, Trustee

Address:

Two North Riverside Plaza
Chicago, Illinois 60606
Attention:

Telefacsimile: 312-454-9946

<PAGE> 17

ANNEX I
TO
PLEDGE AGREEMENT SUPPLEMENT

Class Share
of Number Date Certificate Par
Issuer Stock of Shares Purchased Numbers Value
- - ------ ----- ---------- --------- ----------- -----
<S> <C> <C> <C> <C> <C>
</TABLE>

As of the date of the Pledge Agreement Supplement, Pledgor owns_____% of
the outstanding classes of voting stock of [the Issuer].

<PAGE> 1
STOCK PLEDGE AGREEMENT
----------------------

EQUITY HOLDINGS LIMITED

This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of December l5,
1993, by EQUITY HOLDINGS LIMITED, an Illinois limited partnership (the
"Pledgor") with THE FIRST NATIONAL BANK OF BOSTON (the "Pledgee"). Capitalized
terms which are used herein without definition and which are defined in the
Loan Agreement referred to below shall have the same meanings herein as in the
Loan Agreement.

WHEREAS, Equity Holdings, an Illinois general partnership ("Equity
Holdings"), Equity-DQSB, Inc., an Illinois corporation ("Equity-DQSB"),
Riverside Partners, an Illinois limited partnership ("Riverside") and the
Pledgee wish to provide for the making of loans to the Pledgor, Equity
Holdings, Equity-DQSB, and Riverside (the Pledgor together with Equity
Holdings, Equity-DQSB and Riverside, the "Borrowers"), pursuant to a Loan
Agreement dated as of the date hereof (as amended and in effect from time to
time, the "Loan Agreement") among the Borrowers and the Pledgee; and

WHEREAS, in order to induce the Pledgee to enter into the Loan Agreement
and as a condition precedent thereto the Pledgor has agreed to enter into this
Agreement in order to secure the due and prompt payment and performance of the
obligations of the Pledgor and the other Borrowers now or hereafter arising
under the Loan Agreement and the other Loan Documents;

NOW, THEREFORE, in consideration of these premises (the foregoing recitals
being part of this Agreement), the Pledgor agrees with the Pledgee as follows:

Section 1. Pledge of Securities and Use of Proceeds. The Pledgor hereby
pledges, assigns and delivers to the Pledgee, the securities described on
Schedule 1 hereto to be held by the Pledgee or its agent subject to the terms
and conditions hereinafter set forth. The certificates for such securities,
accompanied by instruments of assignment thereof duly executed in blank by the
Pledgor, have been delivered to the Pledgee.

Section 2. Definitions.

(a) The term "Securities" as used herein includes any securities described
on Schedule 1 hereto and any additional securities of any corporation or
company at the time pledged with the Pledgee hereunder.

(b) The term "Obligations" as used herein means all indebtedness,
obligations and liabilities of the Pledgor or any of the other Borrowers to the
Pledgee under the Loan Agreement and the Note, in each case as such instrument
is originally executed or, if modified, amended, restated or extended after the
date hereof, as so

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modified, amended, restated or extended, whether such obligations are
now existing or hereafter arising, direct or indirect, absolute or contingent,
due or to become due, matured or unmatured, liquidated or unliquidated, arising
by contract, operation of law or otherwise.

(c) The term "Collateral" as used herein means the property, including,
without limitation, the property described on Schedule 1, at any time,
whether now or hereafter, pledged with the Pledgee hereunder (whether described
herein or not) and all income therefrom, increases therein and proceeds
thereof, other than income, increases or proceeds received by the Pledgor
pursuant to Section 6 hereof.

(d) The term "Event of Default" shall mean any of the following events:
default by the Pledgor in any of the terms, covenants or conditions of
this Agreement (which default shall continue for thirty (30) days after written
notice of such failure is given to the Pledgor), the occurrence of any Event of
Default under the Loan Agreement, the Note, or any other note or loan agreement
evidencing the Loan or any portion thereof, or default by the Pledgor in the
payment or performance of any Obligations.

Section 3. Security for Obligations. This Agreement and this pledge
of the Collateral hereunder is made with the Pledgee as security for
the Obligations.

Section 4. Liquidation, Recapitalization, etc. Any sums paid upon or
with respect to any of the Securities upon the liquidation or dissolution of any
issuer thereof shall be paid over to the Pledgee to be held by it as security
for the Obligations; and in case any distribution of capital shall be made on
or in respect of any of the Securities or any property shall be distributed
upon or with respect to any of the Securities pursuant to the recapitalization
or reclassification of the capital of the issuer thereof or pursuant to the
reorganization thereof, the property so distributed shall be delivered to the
Pledgee to be held by it as security for the obligations. All sums of money and
property paid or distributed in respect of the Securities upon such a
liquidation, dissolution, recapitalization or reclassification which are
received by the Pledgor shall, until paid or delivered to the Pledgee, be held
in trust for the Pledgee as security for the Obligations.

Section 5. Warranties. The Pledgor warrants that it has acquired the
Securities in good faith and without notice of any encumbrance or adverse claim
within the meaning of the Uniform Commercial Code, that it has not granted or
created with respect to the Securities any pledge, lien, security interest,
charge, option, restriction or other encumbrance except for the security
interest created by this Agreement, and that it has the power, authority and
legal right to pledge all of such Securities pursuant to this Agreement. The
Pledgor covenants that it will defend the Pledgee's security interest in such
Securities against the claims and

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demands of all persons whomsoever; and the Pledgor covenants that it will have
the like title to and right to pledge any additional Collateral and will
likewise defend the Pledgee's rights and security interest therein.

Section 6. Dividends, Voting Prior to Maturity. Unless and until an
Event of Default shall have occurred, the Pledgor shall be entitled
to receive all cash dividends paid in respect of the Securities, to exercise
any voting rights accruing to the Securities, and to give consents, waivers,
and ratifications in respect of the Securities; provided, however, that no vote
shall be cast, or consent, waiver or ratification given or action taken which
would be inconsistent with or violate any provisions of this Agreement or any
note or loan agreement evidencing the Loan; and provided, further, that the
Pledgee may at any time after an Event of Default cause the Securities to be
transferred into its own name or that of its nominee or nominees, as collateral
security. All such rights of the Pledgor to receive cash dividends or other
distributions shall cease upon the occurrence of an Event of Default. All such
rights of the Pledgor to vote and give consents, waivers and ratifications with
respect to the Securities shall, at Pledgee's option as evidenced by Pledgee's
notifying Pledgor of such election, cease upon the occurrence of an Event of
Default.

Section 7. Remedies. If an Event of Default shall have occurred, unless
such Event of Default shall have been remedied, the Pledgee shall have the
following rights and remedies (to the extent permitted by applicable law) in
addition to the rights and remedies of a secured party under the Uniform
Commercial Code of Massachusetts, all such rights and remedies being
cumulative, not exclusive, and enforceable alternatively, successively or
concurrently, at such time or times as the Pledgee deems expedient:

(a) the Pledgee shall have the sole and exclusive right and
authority to receive, retain and use all cash dividends and other
proceeds payable on or in respect of all or any of the Securities and
shall apply the same as provided below in this Section 7 with respect to
proceeds of sales or dispositions. If any cash dividends or other proceeds
shall be paid, remitted or distributed to the undersigned Pledgor on all or
any of the Securities, the undersigned Pledgor will hold all of the said
cash dividends and other proceeds in trust for the Pledgee without
commingling the same with any other funds or property of the Pledgor, and,
promptly after the Pledgor's receipt thereof, the Pledgor will pay or
deliver the same directly to the Pledgee;

(b) if the Pledgee so elects and gives notice of such election
to Pledgor, the Pledgee may exercise any voting rights accruing to the
Securities (whether or not the same shall have been transferred into its
name or the name of its nominee or nominees) and give all consents,
waivers and ratification's in respect of the Securities and otherwise act
with respect thereto as though it were the outright owner thereof (after
an Event of Default the Pledgor hereby irrevocably constituting and
appointing
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the Pledgee the proxy and attorney-in-fact of the Pledgor, with full power of
substitution, to do so);

(c) the Pledgee may demand, sue for, collect or make any
compromise or settlement the Pledgee deems suitable in respect of any
Collateral held by it hereunder;

(d) the Pledgee may sell, resell, assign and deliver, or
otherwise dispose of any or all of the Collateral, for cash and/or
credit and upon such terms, at such place or places and at such time or
times and to such persons, firms, companies or corporations as the Pledgee
thinks expedient subject to applicable requirements of Federal securities
laws, after notice to Pledgor but without demand for performance by the
Pledgor or any other notice or advertisement whatsoever except such as may
be required by law; and

(e) the Pledgee may cause all or any part of the Securities
held by it to be transferred into its name or the name of its nominee
or nominees, if it has not already done so.

If any of the Collateral is sold by the Pledgee upon credit or for future
delivery, the Pledgee shall not be liable for the failure of the purchaser to
pay the same and, in such event, the Pledgee may resell such Collateral. The
Pledgee may buy any part or all of the Collateral at any public or private sale
and may make payments thereof by any means. The Pledgee may apply the proceeds
actually received from any sale or other disposition to the reasonable expenses
of retaking, holding, preparing for sale, selling and the like, to reasonable
attorneys' fees, and to all legal expenses, travel and other expenses which
may be incurred by the Pledgee in attempting to collect the Obligations or to
enforce this Agreement or in the prosecution or defense of any action or
proceeding related to the subject matter of this Agreement; and then to the
Obligations in the order set forth in Section 12 hereof, and any surplus shall
be paid to the Pledgor.

The Pledgor recognizes that the Pledgee may be unable to effect a public
sale of the Securities by reason of certain prohibitions contained in the
Securities Act of l933, as amended, and that, after making reasonable efforts,
Pledgee may be compelled to resort to one or more private sales thereof to a
restricted group of purchasers. The Pledgor agrees that any such private sales
may be at prices and on other terms less favorable to the seller than if sold
at public sales and that such private sales shall not by reason thereof be
deemed not to have been made in a commercially reasonable manner. The Pledgee
shall be under no obligation to delay a sale of any of the Securities for the
period of time necessary to permit the issuer of such securities to register
such securities for public sale under the Securities Act of 1933, as amended,
even if the issuer would agree to do so.

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Section 8. Marshalling. The Pledgee shall not be required to marshal
any present or future security for (including, but not limited to, this
Agreement and the Collateral pledged hereunder), or guaranties of, the
Obligations or any of them, or to resort to such security or guaranties in any
particular order; and all of its rights hereunder and in respect of such
securities and guaranties shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, the
Pledgor hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Pledgee's rights under this Agreement or under any other instrument
evidencing any of the Obligations or under which any of the Obligations is
outstanding or by which any of the Obligations is secured or guaranteed, and to
the extent that it lawfully may the Pledgor hereby irrevocably waives the
benefits of all such laws.

Section 9. Pledgor's Obligations Not Affected. The
obligations of the Pledgor hereunder shall remain in full force and
effect without regard to, and shall not be impaired by (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of the Pledgor; (b) any exercise or nonexercise, or any waiver, by
the Pledgee or the Pledgor of any right, remedy, power or privilege under or in
respect of any of the Obligations or any security thereof (including this
Agreement); (c) any amendment to or modification of any note or loan agreement
evidencing modification of any instrument (other than this Agreement) securing
any of the Obligations; or (e) the taking of additional security for, or any
guaranty of, any of the Obligations or the release or discharge or termination
of any security for or guaranty of any of the Obligations; whether or not the
Pledgor shall have notice or knowledge of any of the foregoing.

Section 10. Transfer by Pledgor. Without the prior written
consent of the Pledgee, the Pledgor will not sell, assign, transfer or
otherwise dispose of, grant any option with respect to, or pledge or grant any
security interest in or otherwise encumber any of the Collateral or any
interest therein, except for the pledge thereof provided for in this Agreement.

Section ll. Further Assurances. The Pledgor will do all such
acts, and will furnish to the Pledgee all such financing statements,
certificates, legal opinions and other documents, and will obtain all such
governmental consents and corporate approvals, and will do or cause to be done
all such other things, as the Pledgee may reasonably request from time to time
in order to give full effect to this Agreement and to secure the rights of the
Pledgee hereunder.

Section 12. Pro-Rata Security. All amounts owing with respect
to the Obligations shall be equally and ratably secured by, and
proportionately entitled to the benefits of, the Collateral, provided, that the
costs, fees and expenses of the Pledgee in enforcing its rights hereunder shall
constitute a first claim on all the Collateral and be entitiled to priority
over all other Obligations in respect of all distributions of any proceeds from
any portion of the Collateral.
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Section 13. Exoneration. Under no circumstances shall the Pledgee be
deemed to assume any responsibility for or obligation or duty with respect to
any part or all of the Collateral of any nature or kind, other than the
physical custody thereof, or any matter or proceedings arising out of or
relating thereto. The Pledgee shall not be required to take any action of any
kind to collect, preserve or protect its or the Pledgor's rights in the
Collateral. The prior recourse of the Pledgee to any part or all of the
Collateral shall not constitute a condition of any demand, suit or proceeding
for payment or collection of the Obligations.

Section 14. No Waiver; Expenses. (a) No act, failure or delay by the
Pledgee shall constitute a waiver of its rights and remedies hereunder or
otherwise. No single or partial waiver by the Pledgee of any default or right
or remedy which it may have shall operate as a waiver of any other default,
right or remedy or of the same default, right or remedy on a future occasion.
The Pledgor hereby waives presentment, notice of dishonor and protest of all
instruments included in or evidencing any of the Obligations or the Collateral
and any and all other notices and demands whatsoever (except as expressly
provided herein).

(b) The Pledgor agrees to reimburse the Pledgee for, and to indemnify
Pledgee against, any and all losses, expenses and liabilities (including
liabilities for penalties) of whatsoever kind or nature sustained and incurred
in connection with any claim, demand, suit, or legal or arbitration proceeding
relating to this Agreement or the exercise of any rights or powers hereunder,
including reasonable attorneys' fees and disbursements.

Section 15. Notices. All notices and communications pursuant to
this Agreement shall be in writing, either delivered in hand or sent by
certified or registered mail, postage prepaid, or sent by telex or telegraph,
addressed as follows: (a) if to the Pledgor, at Two North Riverside Plaza,
Suite 600, Chicago, Illinois 60606 (Telex No. 28-2576), Attention: Senior Vice
President Finance, with a copy to: Rosenberg & Liebentritt, P.C., Two North
Riverside Plaza, Suite 1601, Chicago, Illinois 60606, Attention: James M.
Phipps, Esq.; (b) if to the Pledgee, at 100 Federal Street, Boston,
Massachusetts 02110 (Telex No. 94-0581), Attention: Timothy Barns, Managing
Director; or (c) to such other addresses or by way of such other telex numbers
as any party hereto shall have designated in a written notice to the other
parties hereto. Any notice or other communication pursuant to this Agreement
shall be deemed to have been duly given or made and to have become effective
when delivered in hand to a responsible officer of the party to which it is
directed, or, if sent by certified or registered mail, postage prepaid, or by
telex or telegraph, and properly addressed in accordance with the foregoing
provisions of this Section 15, (i) when received by the addressee, or (ii) on
the fifth day following the day of the dispatch thereof, whichever of (i) or
(ii) shall be the earlier.

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IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Agreement
to be duly executed and delivered as of the date first above written.

EQUITY HOLDINGS LIMITED,
an Illinois limited partnership

By: Samuel Zell Revocable Trust established
under Trust Agreement dated
January 17, 1990, general partner

By: /s/
-------------------------------------
Samuel Zell, Trustee

By: Robert H. and B. Ann Lurie Trust
established under Trust Agreement
establishing the Robert Lurie
Revocable Trust dated
December 19, 1989, general partner

By: /s/
---------------------------------
Sheli Z. Rosenberg, Trustee

THE FIRST NATIONAL BANK OF BOSTON

By: /s/
----------------------------------
Managing Director

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Schedule 1
to
STOCK PLEDGE AGREEMENT
of Equity Holdings, Limited
(as amended from time to time)
----------------------------

220,046 shares of common stock, $.01 par value per share, of Great American
Management, Inc., a Delaware corporation, certificate number C 3788.

380,017 shares of common stock, $.01 par value per share, of Great American
Management, Inc., a Delaware corporation, certificate number C 4318.

25,000 shares of common stock, $.01 par value per share, of Great American
Management, Inc., a Delaware corporation, certificate number C 4843.

10,000 shares of common stock, $.01 par value per share, of Great American
Management, Inc., a Delaware corporation, certificate number SO 0021.

<PAGE> 1

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this "Pledge and Security
Agreement"), dated as of October 25, 1994, is made by EQUITY HOLDINGS LIMITED,
an Illinois limited partnership (the "Pledgor"), in favor of NATIONSBANK OF
NORTH CAROLINA, N.A., a national banking association (the "Bank"). All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Loan Agreement (as defined below).

RECITALS

WHEREAS, Pledgor, Equity-EQR, Inc., Equity-ERP, Inc. and Riverside
Partners (collectively, the "Borrowers") and the Bank entered into that certain
Loan Agreement of even date herewith (the "Loan Agreement");

WHEREAS, it is a condition precedent to the Bank entering into the
Loan Documents that the Pledgor shall have executed and delivered to the Bank,
among other things, this Pledge and Security Agreement providing for the pledge
to the Bank of, and the grant to the Bank of a security interest in,
outstanding shares of capital stock owned by the Pledgor; and

WHEREAS, Pledgor reasonably expects to benefit, directly or
indirectly, from its execution and delivery of this Pledge and Security
Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Bank to make the Loan under the Loan
Agreement, the Pledgor and the Bank hereby agree as follows:

AGREEMENT

SECTION 1. Pledge and Grant of Security Interest. As collateral
security for all of the Pledgor Obligations (as defined in Section 2 hereof),
the Pledgor hereby pledges and assigns to the Bank and grants to the Bank a
continuing security interest in the following (collectively, the "Pledged
Collateral):

(a) Pledged Shares. All of the issued and outstanding
shares of stock set forth on Schedule 1 attached hereto and all
certificates representing such shares and all options and other
rights, contractual or otherwise, with respect thereto collectively
the "Pledged Shares"); and

(b) Proceeds. All proceeds and products of the Pledged
Collateral, however and whenever acquired and in whatever form.

Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that the Pledgor may from time to
time hereafter deliver additional shares of stock
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to the Bank as collateral security for the Pledgor Obligations.
Upon delivery to the Bank, such additional shares of stock shall be
deemed to be part of the Pledged Collateral and shall be subject to
the terms of this Pledge and Security Agreement whether or not
Schedule 1 is amended to refer to such additional shares.

SECTION 2. Security for Obligations. The security interest created
hereby in the Pledged Collateral constitutes continuing collateral security for
all of the following obligations, whether now existing or hereafter incurred
(the "Pledgor Obligations"):

(a) Payment. The prompt payment by the Borrowers, as and
when due and payable, of the Obligations and all other amounts owing
from time to time by the Borrowers to the Bank;

(b) Performance By Borrower. The due performance and
observance by the Borrowers of all others obligations from time
to time existing with respect to the Loan Agreement, the Note, and
any other Loan Document; and

(c) Performance by Pledgor. The due performance and
observance by the Pledgor of its obligations under this Pledge and
Security Agreement.

SECTION 3. Delivery of the Pledged Collateral.

(a) All certificates representing the Pledged Shares
shall be delivered to the Bank simultaneously with or prior to the
execution and delivery of this Pledge and Security Agreement. All
other certificates and instruments constituting Pledged Collateral
shall be delivered to the Bank promptly upon the receipt thereof by or
on behalf of the Pledgor. Prior to delivery to the Bank, all such
certificates and instruments shall be held by or on behalf of the Bank
pursuant hereto. All such certificates shall be delivered in suitable
form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment in blank, in each case with
appropriate guaranties of signature, all in form and substance
satisfactory to the Bank.

(b) Financing Statements. The Pledgor shall execute and
deliver to the Bank such UCC financing statements as reasonably
requested by the Bank.

SECTION 4. Pledgor's Representations and Warranties. The
Pledgor represents and warrants the following:

(a) Authorization of Pledged Shares. The Pledged Shares
are duly authorized and validly issued, are fully paid and
nonassessable and are not subject to the preemptive rights of others.
All other shares of stock constituting Pledged Collateral will be duly
authorized and validly issued, fully paid and nonassessable and not
subject to the preemptive rights of any person.

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(b) Title. The Pledgor has good and indefeasible title to
the Pledged Collateral and will at all times be the legal and
beneficial owner of the Pledged Collateral free and clear of any lien,
adverse claim, security interest or other charge or encumbrance except
for the security interest created by this Pledge and Security
Agreement.

(c) Exercising of Rights. The exercise by the Bank of its
rights and remedies hereunder will not contravene any law or
governmental regulation or any contractual restriction binding on or
affecting the Pledgor or any of its property.

(d) Pledgor's Authority. No authorization, approval or
action by, and no notice or filing with any governmental authority or
regulatory body or with the issuer of the Pledged Stock is required
either (i) for the pledge made by the Pledgor or for the granting of
the security interest by the Pledgor pursuant to this Pledge and
Security Agreement; or (ii) for the exercise by the Bank of its rights
and remedies hereunder (except as may be required by laws affecting
the offering and sale of securities).

(e) Valid Security Interest. This Pledge and Security
Agreement creates a valid security interest in favor of the Bank in
the Pledged Collateral. The taking possession by the Bank of the
certificates representing the Pledged Shares and all other
certificates and instruments constituting Pledged Collateral will
perfect and establish the first priority of the Bank's security
interest in the Pledged Shares and in all other Pledged Collateral
represented by such certificates and instruments securing the Pledgor
Obligations. Except as set forth in this Section 4(e), no action is
necessary to perfect or otherwise protect such security interest.

(f) Litigation. No litigation or governmental proceeding
is pending or threatened against Pledgor or any of its assets which if
adversely determined would have a material adverse effect on the
Pledged Collateral or the Pledgor's performance under this Pledge and
Security Agreement or any other Loan Document.

(g) Issuer. The Pledgor is not an "issuer" with respect
to the Pledged Stock, as such term is defined in the Securities Act
of 1933, as amended, nor is it a subsidiary of the "issuer" of the
Pledged Stock.

(h) Ownership. The Pledged Stock has been beneficially
owned by the Pledgor for more than three years, the Pledgor has
continued to "hold" the Pledged Shares (as such term is used pursuant
to Rule 144 of the Securities Act of 1933, as amended) since the date
of acquisition, and, if the Pledged Stock was acquired by purchase,
the purchase price was paid in full on the date it was acquired.

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SECTION 5. Covenants as to the Pledged Collateral. So long as
any of the Pledgor Obligations shall remain outstanding, the Pledgor
shall, unless the Bank shall otherwise consent in writing, do the
following:

(a) Notices. The Pledgor shall promptly notify the Bank
of (i) any lien, security interest, encumbrance, or claim made or
threatened against the Pledged Collateral; and (ii) the occurrence or
existence of any Event of Default, (as defined hereunder) or the
occurrence or existence of any condition or event that, with the
giving of notice of lapse of time or both, would be an Event of
Default.

(b) Books and Records. The Pledgor shall mark its books
and records to reflect the security interest granted to the Bank
pursuant to this Pledge and Security Agreement.

(c) Examination. Upon reasonable notice, the Pledgor
shall permit the Bank and its representatives to examine, inspect and
copy Pledgor's books and records at any reasonable time and as often
as the Bank desires.

(d) Copies of Notices. The Pledgor shall, at its expense,
promptly deliver to the Bank (i) a copy of each notice or other
communication received by it that is likely to affect in any material
respect the Bank's security interest in the Pledged Collateral or the
value of the Pledged Collateral; (ii) copy of any Form 144 filed by
the Pledgor with respect to a sale or a sales of the stock of the
issuer of the Pledged Stock owned by the Pledgor and (iii) any and all
reports and other information received by the Pledgor as owner of the
Pledged Stock, including, without limitation, any annual or quarterly
reports, whether on Form 10-Q, Form 10-K or otherwise.

(e) Defense of Title. The Pledgor shall, at its expense,
warrant and defend title to and ownership of the Pledged Collateral
and the security interest created hereby against the claims of all
persons, and the Pledgor will maintain and preserve such security
interest at all times as contemplated by this Pledge and Security
Agreement and the Loan Agreement.

(f) Further Assurances. The Pledgor shall, at its
expense, promptly execute and deliver all further instruments and
documents and take all further action that may be necessary, desirable
or that the Bank may reasonably request in order to (i) perfect and
protect this security interest created hereby; (ii) enable the Bank to
exercise and enforce its rights and remedies hereunder in respect of
the Pledged Collateral, including, if necessary, completing and
forwarding a Form 144 to the United States Securities and Exchange
Commission; and (iii) otherwise effect the purposes of the Pledge and
Security Agreement, including, without limitation

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and if requested by the Bank, delivering to the Bank irrevocable
proxies in respect of the Pledged Collateral.

(g) Sale of Pledged Collateral. The Pledgor shall not
sell, assign, exchange or otherwise dispose of any of the Pledged
Collateral or any interest therein.

(h) Encumbrances. The Pledgor shall not create or allow
to exist any lien, security interest or other encumbrance upon or with
respect to any of the Pledged Collateral except for the pledge
hereunder and the security interest created hereby.

(i) Amendments. The Pledgor shall not make or consent to
any amendment or other modification or waiver with respect to any of
the Pledged Collateral or enter into any agreement or allow to exist
any restriction with respect to any of the Pledged Collateral other
than pursuant hereto.

(j) Actions. The Pledgor shall not take or fail to take
any action that would impair in any material respect the value of or
the enforceability of the Lenders' security interest in any of the
Pledged Collateral.

(k) Compliance with Securities Laws. The Pledgor shall
file all reports and other information now or hereafter required to be
filed with the United States Securities and Exchange Commission and
any other state or federal agency in connection with its ownership of
the Pledged Collateral.

(l) Nature of Business. The Pledgor shall not engage in
any business other than the ownership of stock and the pledge of such
stock to secure debt incurred.

SECTION 6. Rights of the Bank.

(a) Power of Attorney. The Pledgor hereby irrevocably
appoints the Bank and any officer or agent thereof the Pledgor's
attorney-in-fact and proxy, with full power of substitution for and on
behalf and in the name of the Pledgor or otherwise, during the
existence of an Event of Default (as defined herein), in the Bank's
discretion, to take any action and to execute any instrument which the
Bank may deem necessary or advisable to accomplish the purpose of this
Pledge and Security Agreement, and, without limiting the generality of
the foregoing, hereby gives the Bank the power and right on behalf of
the Pledgor and in its own name to do any of the following, without
notice to or consent of, Pledgor:

(i) to demand, sue for, collect or receive in the
name of the Bank, any money or property at any time payable
or receivable on account of, or in exchange for, any of the
Pledged Collateral and, in connection therewith, endorse
checks, notes, drafts, acceptances,

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<PAGE> 6
money orders, or any other instruments for the payment of
money under the Pledged Collateral;

(ii) to pay or discharge taxes, liens, security
interests, or other encumbrances levied or placed on or
threatened against the Pledged Collateral;

(iii) to direct any parties liable for any payment
under any of the Pledged Collateral to make payment of any and
all monies due and to become due thereunder directly to the
Bank or as the Bank shall direct;

(iv) to receive payment of and receipt for any and
all monies, claims, and other amounts due and to become due at
any time in respect of or arising out of any Pledged
Collateral;

(v) to sign and endorse any drafts, assignments,
proxies, stock powers, verifications, notices and other
documents relating to the Pledged Collateral;

(vi) to commence and prosecute any suit, actions
or proceedings at law or in equity in any court of competent
jurisdiction to collect the Pledged Collateral or any part
thereof and to enforce any other right in respect of any
Pledged Collateral;

(vii) to defend any suit, action or proceeding
brought against the Pledgor with respect to any Pledged
Collateral;

(viii) to settle, compromise or adjust any suit,
action or proceeding described above and, in connection
therewith, to give such discharges or releases as the Bank may
deem appropriate; and

(ix) to exchange any of the Pledged Collateral or
other property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof
and in connection therewith, deposit any of the Pledged
Collateral with any committee, depository, transfer agent,
registrar or other designated agency upon such terms as the
bank may determine.

This power of attorney is a power coupled with an interest and shall
be irrevocable. The Bank shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges and
options expressly or implicitly granted to the Bank in this Pledge and
Security Agreement, and shall not be liable for any failure to do so
or any delay in doing so. The Bank shall not be liable for any act or
omission or for any error of judgment or any mistake of fact or law in
its individual capacity or its capacity as attorney-in-fact except
acts or omissions resulting from its gross negligence or willful
misconduct. This power of attorney is conferred on

6
<PAGE> 7
the Bank solely to protect, preserve and realize upon its security
interest in the Pledged Collateral.

(b) Performance by the Bank of Pledgor's Obligations. If
the Pledgor fails to perform any agreement or obligation contained
herein, the Bank itself may perform, or cause performance of, such
agreement or obligation, and the expenses of the Bank incurred in
connection therewith shall be payable by the Pledgor pursuant to
Section 9 hereof.

(c) Assignment by the Bank. The Bank may from time to
time assign the Pledgor Obligations and any portion thereof and/or the
Pledged Collateral and any portion thereof, and the assignee shall be
entitled to all of the rights and remedies of the Bank under this
Pledge and Security Agreement in relation thereto.

(d) The Bank's Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Pledged Collateral
while being held by the Bank hereunder, the Bank shall have no duty
or liability to preserve rights pertaining thereto, it being
understood and agreed that the Pledgor shall be responsible for
preservation of all rights in the Pledged Collateral, and the Bank
shall be relieved of all responsibility for the Pledged Collateral
upon surrendering it or tendering the surrender of it to the Pledgor.
The Bank shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession
if the Pledged Collateral is accorded treatment substantially equal to
that which the Bank accords its own property, it being understood that
the Bank shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Pledged Collateral, whether
or not the Bank has or is deemed to have knowledge of such matters; or
(ii) taking any necessary steps to preserve rights against any parties
with respect to any Pledged Collateral.

(e) Voting Rights in Respect of the Pledged Collateral.

(i) So long as no Event of Default (as defined
herein) shall have occurred and be continuing, the Pledgor may
exercise any and all voting and other consensual rights
pertaining to the Pledged Collateral or any part thereof for
any purpose not inconsistent with the terms of this Pledge and
Security Agreement or the Agreement;

(ii) Upon the occurrence and during the
continuance of an Event of Default, all rights of the Pledgor
to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to paragraph
(i) of this Section shall cease and all such rights shall
thereupon become vested in the Bank which

7
<PAGE> 8
shall thereupon have the sole right to exercise such voting
and other consensual rights.

(f) Dividend Rights in Respect of the Pledged Collateral.

(i) So long as no Event of Default shall have
occurred and be continuing, the Pledgor may receive and retain
any and all dividends or interest paid in respect of the
Pledged Collateral.

(ii) Upon the occurrence and during the continuance
of an Event of Default:

(A) all rights of the Pledgor to receive
the dividends and interest payments which it would
otherwise be authorized to receive and retain
pursuant to paragraph (i) of this Section shall
cease and all such rights shall thereupon be vested
in the Bank which shall thereupon have the sole right
to receive and hold as Pledged Collateral such
dividends and interest payments; and

(B) all dividends and interest payments
which are received by the Pledgor contrary to the
provisions of paragraph (i) of this Section shall be
received in trust for the benefit of the Bank, shall
be segregated from other property or funds of the
Pledgor, and shall be forthwith paid over to the Bank
as Pledged Collateral in the exact form received, to
be held by the Bank as Pledged Collateral and as
further collateral security for the Pledgor
Obligations.

(g) Release of Collateral. The Bank may release any of
the Pledged Collateral from this Pledge and Security Agreement
or may substitute any of the Pledged Collateral for other
Pledged Collateral (all as more fully described in the Loan
agreement) without altering, varying or diminishing in any way
the force, effect, lien, pledge or security interest of this
Pledge and Security Agreement as to the Pledged Collateral not
expressly released or substituted, and this Pledge and Security
Agreement shall continue as a first priority lien, security
interest, pledge and charge on all Pledged Collateral not
expressly released or substituted when any of the Pledgor
Obligations remain outstanding with respect to the Banks.

SECTION 7. Events of Default.

The occurrence of any of the following shall be an Event of
Default hereunder ("Event of Default"):

(a) Loan agreement. An event which under the Loan
Agreement would constitute an Event of Default;

8
<PAGE> 9
(b) Performance by Pledgor. Failure on the part of the
Pledgor in the timely performance or observance of any covenant,
obligation or liability contained herein and such failure shall
continue unremedied for a period of 30 days after the Pledgor becomes
aware thereof; or

(c) Representation and Warranties. Proof that any
warranty, representation or statement made or furnished to the Bank by
or on behalf of the Pledgor herein was false in any material respect
when made or furnished.

SECTION 8. Remedies Upon Default.
If any Event of Default shall have occurred and be continuing:

(a) Rights and Remedies. The Bank may exercise in
respect of the Pledged Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it,
all rights and remedies of a secured party on default under the
Uniform Commercial Code then in effect in the State of North Carolina
or any other applicable law.

(b) Sale of Pledged Collateral. Without limiting the
generality of this Section and without notice, except as specified
below, the Bank may, in its sole discretion, sell or otherwise dispose
of or realize upon the Pledged Collateral, or any part thereof, in one
or more parcels, at public or private sale, at any exchange or
broker's board or elsewhere, at such price or prices and on such other
terms as the Bank may deem commercially reasonable, for cash, credit
or for future delivery or otherwise in accordance with applicable law.
The Bank may, in such event, bid for the purchase of such securities.
The Pledgor agrees that, to the extent notice of sale shall be
required by law, at least 10 days notice to the Pledgor of the time
and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Bank shall
not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Bank may adjourn any public or
private sale from time to time by announcement at the time and place
fixed therefore, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

(c) Private Sale. Pledgor recognizes that the Bank may
deem it impracticable to effect a public sale of all or any part of
the Pledged Shares or any of the securities constituting Pledged
Collateral and that the Bank may, therefore, determine to make one or
more private sales of any such securities to a restricted group of
purchasers who will be obligated to agree, among other things, to
acquire such Securities for their own account, for investment and not
with a view to the distribution or resale thereof. The Pledgor
acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and

9
<PAGE> 10
other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sale shall be
deemed to have been made in a commercially reasonable manner and that
the Bank shall have no obligation to delay sale of any such securities
for the period of time necessary to permit the issuer of such
securities to register such securities for public sale under the
Securities Act. The Pledgor further acknowledges and agrees that any
offer to sell such securities which has been (i) publicly advertised
on a bona fide basis in a newspaper or other publication of general
circulation in the financial community of Chicago, Illinois (to the
extent that such offer may be advertised without prior registration
under the Securities Act), or (ii) made privately in the manner
described above shall be deemed to involve a "public sale" under the
Uniform Commercial Code as then in effect in the State of North
Carolina, notwithstanding that such sale may not constitute a "public
offering" under the Securities Act, and the Bank may, in such event,
bid for the purchase of such securities.

(d) Retention of Pledged Collateral. The Bank may, after
providing the notices required by Section 9.505 of the Uniform
Commercial Code in effect in the State of North Carolina or otherwise
complying with the requirements of applicable law of the relevant
jurisdiction, retain the Pledged Collateral in satisfaction of the
Pledgor Obligations. Unless and until the Bank shall have provided
such notices, however, the Bank shall not be deemed to have retained
any Pledged Collateral in satisfaction of any Pledgor Obligations for
any reason.

(e) Application of Proceeds. All cash proceeds received
by the Bank in respect to any sale, collection from, or other
realization upon, all or any part of the Pledged Collateral shall be
applied as follows:

(i) First, to repayment of the reasonable costs
and expenses, including reasonable attorneys fees and legal
fees, incurred by the Bank in connection with (A) the custody,
preservation, use or operation of, or the sale of, collection
from, or the other realization upon any Pledged Collateral,
(B) the exercise or enforcement of any of the rights of the
Bank hereunder, and (C) the failure of the Pledgor to perform
or observe any of the provisions hereof;

(ii) Second, at the option of the Bank, to the
payment or other satisfaction of any liens and other
encumbrances upon any of the Pledged Collateral;

(iii) Third, to the reimbursement of the Bank for
the amount of any obligations of the Pledgor paid or
discharged by the Bank pursuant to the provisions of this
Pledge and security Agreement or the Agreement;

10
<PAGE> 11
(iv) Fourth, to the satisfaction of the Pledgor
Obligations; and

(v) Fifth, the surplus proceeds, if any, to the
Pledgor or to whomsoever shall be lawfully entitled to receive
the same or as a court of competent jurisdiction shall direct.

(g) Deficiency. In the event that the proceeds of any
sale, collection or realization are insufficient to pay all amounts to
which the Bank is legally entitled, the Pledgor shall be liable for
the deficiency, together with interest thereon at the highest rate
specified in the Loan Agreement for interest on overdue principal
thereof or such other rate as shall be fixed by applicable law,
together with the costs of collection and the reasonable fees of any
attorneys employed by the Bank to collect such deficiency.

SECTION 9. Indemnity and Expenses.

(a) Indemnity. The Pledgor agrees to indemnify the Bank
from and against any and all claims, losses and liabilities growing
out of or resulting from this Pledge and Security Agreement, including
without limitation, enforcement of this Pledge and Security Agreement,
except claims, losses and liabilities resulting from the Bank's gross
negligence or willful misconduct, as determined by a court of
appropriate jurisdiction in a final judgment not subject to appeal or
review, or resulting from a breach by the Bank of regulations or other
restrictions governing the Bank.

(b) Payment. The Pledgor will, upon demand, pay to the
Bank the amount of any and all costs and expenses, including the
reasonable fees and disbursements of the Bank's counsel, and of any
experts and agents, which the Bank may incur in connection with (i)
the administration of this Pledge and Security Agreement; (ii) the
custody, use or operation of, or the sale of, collection from, or
other realization upon any Pledged Collateral; (iii) the exercise or
enforcement of any of the rights of the Bank hereunder; or (iv) the
failure by the Pledgor to perform or observe any of the provisions
hereof, except expenses resulting from the Bank's gross negligence or
willful misconduct, as determined by a court of appropriate
jurisdiction in a final judgment not subject to appeal or review.

SECTION 10. Notices.

All notices and other communications provided for hereunder shall be
deemed effective if in writing and delivered in conformance with Section 7.01
of the Loan Agreement.

<PAGE> 12
SECTION 11. Miscellaneous.

(a) Amendments; Continuation of Security Interests. No
amendment of any provision of this Pledge and Security Agreement shall
be effective unless it is in writing and signed by the Pledgor and the
Bank, and no waiver of any provision of this Pledge and Security
Agreement, and no consent to any departure by the Pledgor therefrom,
shall be effective unless it is in writing and signed by the Bank, and
then such waiver or consent will be effective only in the instance and
for the specific purpose for which given.

(b) No Waivers; Cumulative Remedies. No failure on the
part of the Bank to exercise, and no delay in exercising any right
hereunder or under the Loan Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise and any such right
preclude any other or further exercise thereof or the exercise of any
other right. The rights and remedies of the Bank and the Lenders
provided herein and in the Loan Agreement are accumulative and are in
addition to, and not exclusive of, any rights or remedies provided by
law.

(c) Severability. Any provision of this Pledge and
Security Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or invalidity without invalidating the
remaining portions hereof or thereof or effecting the validity or
enforceability of such provision in any other jurisdiction.

(d) Agreement in Full Force; Successors and Assigns. This
Pledge and Security Agreement shall create a continuing security
interest in the Pledged Collateral and shall (i) remain in full force
and effect until payment in full or release of the Pledgor
Obligations; and (ii) be binding on the Pledgor and permitted assigns
and shall inure, together with all rights and remedies of the Bank
hereunder to the benefit of the Bank and its successors, transferees
and assigns. Without limiting the generality of the foregoing, the
Bank may assign or otherwise transfer this Pledge and Security
Agreement to any other person, and such other person shall thereupon
become vested with all of the benefits and respect thereof granted to
the Bank herein or otherwise. None of the rights or obligations of the
Pledgor hereunder may be assigned or otherwise transferred without
prior written consent of the Bank.

(e) Satisfaction of Obligations. Upon the Satisfaction in
full of the Pledgor Obligations, this Pledge and Security Agreement
(and the security interest created hereby) shall terminate and all
rights to the Pledged Collateral shall revert to the Pledgor. The Bank
shall, upon the Pledgor's request and at the Pledgor's expense (i)
return to the Pledgor such of the Pledged Collateral as shall not have
been sold or otherwise disposed of or applied pursuant to the terms
hereof;

12
<PAGE> 13
and (ii) execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such determination.

(f) Headings. The headings, captions and agreements used
in this Pledge and Security Agreement are for convenience only and
shall not affect the interpretation of this Pledge and Security
Agreement.

(g) Obligations Absolute. The obligations of Pledgor
under this Pledge and Security Agreement shall be absolute and
unconditional and shall not be released, discharged, reduced or in any
way impaired by any circumstance whatsoever, including without
limitation, any amendment, modification, extension or renewal of this
Pledge and Security Agreement, the Pledgor Obligations, any document
or instrument evidencing, securing or otherwise relating to the
Pledgor Obligations, any release, subordination or impairment of the
Pledged Collateral, any waiver, consent, extension, indulgence,
compromise, settlement or other action or inaction in respect of this
Pledge and Security Agreement, the Pledgor Obligations, the Pledged
Collateral or any document or instrument evidencing, securing, or
otherwise relating to the Pledgor Obligations, or any exercise or
failure to exercise any right, remedy, power or privilege in respect
to the Pledgor Obligations.

(h) Governing Law; Venue.

(a) THIS PLEDGE AND SECURITY AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or
proceeding with respect to this Pledge and Security Agreement
may be brought in the courts of the State of North Carolina in
Mecklenburg County, or of the United States for the Western
District of North Carolina, and, by execution and delivery of
this Pledge and Security Agreement, Pledgor hereby irrevocably
accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of such courts. Pledgor
further irrevocably consents to the service of process out of
any the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified
mail, postage prepaid, to it at the address for notices
pursuant to Section 7.01 of the Loan Agreement, such service
to become effective thirty (30) days after such mailing.
Nothing herein shall affect the right the Bank to serve
process in any other manner permitted by law or to commence
legal proceedings or to otherwise proceed against the Pledgor
in any other jurisdiction.

(b) Pledgor hereby irrevocably waives any
objection which it may now or hereafter have to the laying
of venue

13
<PAGE> 14
of any of the aforesaid actions or proceedings arising out of
or in connection with this Pledge and Security Agreement brought in
the courts referred to in subsection (a) hereof and hereby irrevocable
waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought
in an inconvenient form.

(i) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS
PLEDGE AND SECURITY AGREEMENT HEREBY IRREVOCABLE WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS PLEDGE AND SECURITY AGREEMENT, ANY OF THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[remainder of page intentionally blank]

14
<PAGE> 15
The Pledgor has caused this Pledge and Security Agreement to be duly
executed and delivered, as of the date first above written.

EQUITY HOLDINGS LIMITED, an Illinois
limited partnership

By: Samuel Zell Revocable Trust
established under Trust
Agreement dated
January 17, 1990
general Partner

By: /s/ Samuel Zell
--------------------
Samuel Zell, Trustee

By: Robert H. and Ann Lurie
Trust established under
Trust Agreement establish-
ing the Robert Lurie
Revocable Trust dated
December 19, 1989,
general partner

By: /s/ Sheli Z. Rosenberg
---------------------------
Sheli Z. Rosenberg, Trustee

Accepted as of October 25, 1994
NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/ Michael S. Zehfuss
--------------------------------
Name: Michael S. Zehfuss
------------------------------
Title: Vice President
------------------------------

15
<PAGE> 16
SCHEDULE 1
TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
Name of Stock Number of Shares Certificate Number
<S> <C> <C>
Great American Management 100,000 SO 0270
and Investment, Inc., 100,000 SO 0271
a Delaware Corporation 100,000 SO 0272
100,000 SO 0273
100,000 SO 0274
100,000 SO 0275
100,000 SO 0276
100,000 SO 0277
</TABLE>

<PAGE> 1
1. Lender: Chemical Bank

2. Pledgor of GAMI Stock: Equity Holdings Limited, an Illinois
limited partnership ("Pledgor")

3. Number of GAMI
Shares Pledged: 2,000,000

4. Pledge:

Pledge, Grant of Security Interest. Each Pledgor hereby
delivers to the Agent, for the ratable benefit of the Lenders and for the
benefit of Chemical Bank, all the Pledged Stock listed on Schedule I hereto
and hereby grants to the Agent, for the ratable benefit of the Lenders and for
the benefit of Chemical Bank, a first security interest in the Collateral, as
collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations

5. Restrictions on Voting Rights:

Cash Dividends, Voting Rights. Unless an Event of Default or
Mortgage Loan Default shall have occurred and be continuing and the Agent, at
any time after an Event of Default, or Chemical, at any time after a Mortgage
Loan Default, shall have given notice to the Pledgors of the Agent's or
Chemical's, as the case may be, intent to exercise its corresponding rights
pursuant to paragraph 8 below, each Pledgor shall be permitted to receive all
cash dividends paid in the normal course of business of the Issuers and to
exercise all voting and corporate rights with respect to the Pledged Stock,
provided, however, that no vote shall be cast or corporate right exercised or
other action taken which, in the Agent's or Chemical's, as the case may be,
reasonable judgment, would impair the Collateral or which would be inconsistent
with or result in any violation of any provision of any Credit Agreement, the
Notes, this Pledge Agreement or any other Loan Document.
<PAGE> 2
6. Disposition of Stock Remedies:

Remedies. (a) If an Event of Default shall occur and be
continuing, the Agent, on behalf of the Lenders and Chemical, may exercise, in
addition to all other rights and remedies granted in this Pledge Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations (Credit), all rights and remedies of a secured party under the Code.
Without limiting the generality of the foregoing, the Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Pledgors, any Issuer or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or
any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, in the over-the-counter market, at
any exchange, broker's board or of the Agent or any Lender or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as
it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Agent or any Lender shall have the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the
Pledgors, which right or equity is hereby waived or released.

<PAGE> 1
1. Lender: LaSalle National Bank

2. Pledgor of GAMI Stock: Equity Holdings Limited,
an Illinois limited partnership.

3. Number of GAMI
Shares Pledged: 600,031

4. Pledge:

As security for the payment of this Term Note (including
all extensions, renewals or modifications hereof, the "Note") and any and all
other liabilities and obligations of the Undersigned, including all interest,
fees, expenses on other charges, due under the Note (all of which liabilities
and obligations are hereinafter called the "Obligations"), the Undersigned
does hereby pledge, assign, transfer and deliver to Bank and does hereby grant
to Bank a continuing security interest in and to 600,031 shares of Great
American Management and Investment, Inc. together with any substitutions
therefor, accessions thereto, additions, dividends or distributions thereof, or
products and proceeds therefrom (the "Collateral"). The Bank agrees that so
long as no default exists hereunder, dividends from the Collateral may be paid
directly to the Borrower.

5. Restrictions on Voting Rights:

NONE

6. Disposition of Stock Remedies:

Whenever the Undersigned shall be in default as aforesaid, without
demand or notice of any kind, the entire unpaid amount of all Obligations shall
become immediately due and payable, and: (l) Bank may sell all or any of the
Collateral at public or private sale, upon such terms and conditions as Bank
may deem proper, and Bank may purchase any or all of the Collateral at any such
sale, and Bank may apply the net proceeds, after deducting all costs, expenses,
attorneys' and paralegals' fees incurred or paid at any time in the collection,
protection and sale of the Collateral and the Obligations, to the payment of
this Note and/or any of the other Obligations, returning the excess proceeds,
if any, to the Undersigned the Undersigned remaining liable for any amount
remaining unpaid after such application, with interest; and (2) Bank may
exercise, from time to time, any and all rights and remedies available to it
under the Uniform Commercial Code of Illinois, or otherwise available to it,
including those available under any written instrument (in addition to this
Note) relating to any of the Obligations or any
<PAGE> 2

6. Disposition of Stock Remedies (continued):
security therefor, and may, without demand or notice of any kind, appropriate
and apply toward the payment of such of the Obligations, whether matured or
unmatured, including costs of collection and attorneys' and paralegals' fees,
and in such order of application as Bank may, from time to time, elect, any
balances, credits, deposits, accounts or moneys of the Undersigned in
possession, control or custody of, or in transit to Bank. Any notification of
intended disposition of any of the Collateral required by law shall be
conclusively deemed reasonably and properly given if given at least five (5)
calendar days before such disposition hereby confirming, approving and
ratifying all acts and deeds of Bank relating to the foregoing, and each part
thereof.

All Obligations of the Undersigned and all rights, powers and remedies
of Bank, expressed herein shall be in addition to, and not in limitation of,
those provided by law or in any written agreement or instrument (other than
this Note) relating to any of the Obligations or any security therefor. In
addition to all other rights possessed by it, Bank may, from time to time,
after an event of default (as hereinafter provided), at its sole discretion,
and without notice to the Undersigned, take any or all of the following
actions: (1) transfer the whole or any part of securities which may constitute
Collateral into the name of itself or its nominee without disclosing, if Bank
so desires, that such securities so transferred are subject to the security
interests granted hereunder, and any corporation or association, or any of the
managers or trustees of any trust, issuing any of said securities, or any
transfer agent, shall not be bound to inquire, in the event that Bank or said
nominee makes any further transfer of said securities, or any portion thereof,
as to whether Bank or the nominee of Bank has the right to make such further
transfer, and shall not be liable for transferring the same;

<PAGE> 1
1. Lender: Wells Fargo Realty Advisors
Funding, Incorporated

2. Pledgor of GAMI Stock: Equity Holdings Limited, an Illinois
limited partnership ("Assignor")

3. Number of GAMI
Shares Pledged: 200,000

4. Pledge:

EQUITY HOLDINGS LIMITED, an Illinois limited
partnership ("Assignor"), hereby assigns, transfers to and pledges with Bank
all of Assignor's right, title and interest now existing or hereafter arising
in and to the common stock of Great American Management and Investment, Inc., a
Delaware corporation ("GAMI"), described on Exhibit A attached hereto (all such
pledged shares being the "Shares"), currently represented by the certificate
numbers set forth on Exhibit A hereto (hereinafter collectively the
"Collateral") and whether held in a general or special account or deposit for
safekeeping or otherwise, together with all proceeds thereof and payments
thereunder and whatever is receivable or received when Collateral or proceeds
are sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, including without limitation all
rights to payment, including returned premiums, with respect to any insurance
relating to the Collateral, and all rights to payment with respect to any cause
of action relating to the Collateral, and including any stock rights, rights to
subscribe, stock splits, liquidating dividends, cash dividends, dividends paid
in stock, new securities, puts, calls, or other property which Assignor is or
may hereafter be entitled to receive on account of such securities or other
property, including without limitation stock received by Assignor due to stock
splits or dividends paid in stock (all such items are hereinafter collectively
called "Proceeds"); and in the event that Assignor receives any such property,
Assignor shall immediately deliver it to Bank to be held by Bank in the same
manner as the property originally pledged hereunder.
<PAGE> 2
5. Restrictions on Voting Rights:

BANK'S RIGHTS, POWERS AND REMEDIES. At any time, without
notice and at the expense of Assignor, Bank may, but shall not be obligated to:
(a) perform any obligation of Assignor hereunder in Assignor's name or
otherwise; (b) liquidate any time deposit pledged to Bank hereunder prior to
its maturity date and apply proceeds thereof to payment of the Indebtedness,
notwithstanding any resultant penalties for early withdrawal of funds; (c)
notify any person obligated on any security, instrument or other document
subject to this Agreement of Bank's rights here under; (d) collect by legal
proceedings or otherwise all dividends, interest, principal or other sums now
or hereafter payable upon or on account of the Collateral; (e) enter into any
extension, reorganization, deposit, merger or consolidation agreement, or any
other agreement relating to or affecting the Collateral, and in connection
therewith may deposit or surrender control of the Collateral, accept other
property in exchange for the Collateral, and do and perform such acts and
things as Bank may deem proper, and any money or property received in exchange
for the Collateral may be applied to the indebtedness or held by Bank under
this Agreement; (f) make any compromise or settlement Bank deems desirable or
proper in respect of the Collateral; (g) insure, process and preserve the
Collateral; and (h) perform any obligation of Assignor under this Agreement;
provided, however, that Bank shall exercise its rights and powers under and
pursuant to Sections 4(a), (b), (d), (e), (f) and (h) only if an "Event of
Default" (as defined in Section 11, below) has occurred and is continuing or in
the event that Bank reasonably determines in its sole discretion that the
exercise of such rights and powers is necessary to preserve the Collateral. To
effect the purposes of this Agreement, or otherwise upon instructions of
Assignor, Bank may cause the Collateral to be transferred to Bank's name or the
name of Bank's nominee. Only in the event of a default hereunder may Bank,
without obligation to do so, exercise as to the Collateral any other rights,
powers and remedies of an owner thereof.

6. Disposition of Stock Remedies:

Upon the occurrence of any Event of Default, Bank Shall have and may
exercise without demand any and all rights and remedies granted to a secured
party upon default under the Illinois Uniform Commercial Code or otherwise
available to Bank by law, including without limitation the right to contact any
<PAGE> 3
6. Disposition of Stock Remedies (continued):

persons obligated to Assignor on Collateral and to instruct such persons to
deliver all Proceeds directly to Bank. Any waiver, permit, consent or approval
of any kind by Bank of any default hereunder, or any such waiver of any
provisions or conditions hereof, must be in writing and shall be effective only
to the extent set forth in writing. If an Event of Default under this Agreement
or a Default under any of the Loan Documents shall have occurred and be
continuing, (a) Bank may at any time and at Bank's sole option, liquidate any
time deposits pledged to Bank hereunder, whether or not said time deposits have
matured and notwithstanding the fact that such liquidation may give rise to
penalties for early withdrawal of funds; (b) Bank may appropriate the
Collateral and apply all Proceeds toward repayment of the Indebtedness in such
order as Bank may from time to time elect or, at Bank's sole option, place any
Proceeds in the cash collateral account; and (c) Assignor shall assemble and
deliver all Collateral and Proceeds, and books and records pertaining thereto,
to Bank at a reasonably convenient place designated by Bank.

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(NAME OF THE ISSUER)
GAMI MERGER CO.
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
389893207
(CUSIP NUMBER OF CLASS OF SECURITIES)

SHELI Z. ROSENBERG
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(312) 454-0100

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)

WITH COPIES TO:

THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. / / THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT
SUBJECT TO REGULATION 14A, REGULATION 14C OR RULE
13e-3(c) UNDER THE SECURITIES ACT OF 1934.
B. / / THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933.
C. /X/ A TENDER OFFER.
D. / / NONE OF THE ABOVE.

CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION
STATEMENT REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES:

CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
----------- ----------
<S> <C>

$55,575,350............................................ $11,115
</TABLE>

* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS AMOUNT ASSUMES THE
PURCHASE OF 1,111,507 SHARES OF COMMON STOCK AT $50.00 IN CASH PER SHARE.
THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH REGULATION
240.0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, EQUALS 1/50TH OF ONE
PERCENTUM OF THE VALUE OF THE SHARES TO BE PURCHASED.

/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(a)(2) AND
IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
TENDER OFFER STATEMENT ON SCHEDULE 14D-1, FILED WITH THE COMMISSION ON
MARCH 29, 1996, BY GAMI MERGER CO. AND EQUITY HOLDINGS LIMITED, AN
ILLINOIS LIMITED PARTNERSHIP.
AMOUNT PREVIOUSLY PAID: $11,115
FORM OR REGISTRATION NO.: NOT APPLICABLE
FILING PARTY: NOT APPLICABLE

DATE FILED: NOT APPLICABLE

<PAGE> 2

INTRODUCTION

This Rule 13e-3 Transaction Statement (the "Statement") relates to a
tender offer by GAMI Merger Co., a Delaware corporation (the "Purchaser"),
wholly owned by Equity Holdings Limited, an Illinois Limited Partnership
("Equity Holdings"), to purchase any and all shares of common stock, par value
$.01 per share (the "Shares"), of Great American Management and Investment,
Inc., a Delaware corporation (the "Company" or the "Issuer"). The offer is
being made at a price of $50.00 per Share, net to the seller in cash (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase of the Purchaser dated March 29, 1996 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"), copies of which are filed as
Exhibits (d)(1) and (d)(2) hereto, respectively. This Statement is being filed
by the Purchaser and Equity Holdings.

The following cross reference sheet is being supplied pursuant to General
Instruction F to the Statement and shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by the Purchaser and
Equity Holdings with the Securities and Exchange Commission on the date hereof,
of the information required to be included in response to the items of this
Statement. The information set forth in Schedule 14D-1, which is attached
hereto as Exhibit (g)(1), including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified
in their entirety by the provisions of the Schedule 14D-1.

<PAGE> 3

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- - --------------- ----------------
<S> <C>
Item 1(a) ................................................... Item 1(a)
Item 1(b) ................................................... Item 1(b)
Item 1(c) ................................................... Item 1(c)
Item 1(d) ................................................... *
Item 1(e) ................................................... *
Item 1(f) ................................................... *
Item 2(a) ................................................... Item 2(a)
Item 2(b) ................................................... Item 2(b)
Item 2(c) ................................................... Item 2(c)
Item 2(d) ................................................... Item 2(d)
Item 2(e) ................................................... Item 2(e)
Item 2(f) ................................................... Item 2(f)
Item 2(g) ................................................... Item 2(g)
Item 3(a)(1) ................................................ Item 3(a)(1)
Item 3(a)(2) ................................................ Item 3(b)
Item 3(b) ................................................... *
Item 4 ...................................................... *
Item 5 ...................................................... Item 5
Item 6(a) ................................................... Item 4(a)
Item 6(b) ................................................... *
Item 6(c) ................................................... Item 4(b)
Item 6(d) ................................................... Item 4(c)
Item 7(a) ................................................... Item 5
Item 7(b) ................................................... *
Item 7(c) ................................................... *
Item 7(d) ................................................... *
Item 8 ...................................................... *
Item 9 ...................................................... *
Item 10(a) .................................................. Item 6(a)
Item 10(b) .................................................. Item 6(b)
Item 11 ..................................................... Item 7
Item 12(a) .................................................. *
Item 12(b) .................................................. *
Item 13 ..................................................... *
Item 14 ..................................................... *
Item 15(a) .................................................. *
Item 15(b) .................................................. Item 8
Item 16 ..................................................... Item 10(f)
Item 17 ..................................................... Item 11
</TABLE>

- - ------------------------
* The Item is located in the Rule 13e-3 Transaction Statement only.

<PAGE> 4

ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a) The name of the issuer of the class of equity security which is the
subject of the Rule 13e-3 transaction is Great American Management and
Investment, Inc., a Delaware corporation (the "Company"), and the address of
its principal executive offices is Two North Riverside Plaza, Chicago, Illinois
60606.

(b) The information set forth in the Offer to Purchase under
"INTRODUCTION" is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under "THE
OFFER--Section 5. Price Range of Shares" is incorporated herein by reference.

(d) The information set forth in the Offer to Purchase under "THE
OFFER--Section 5. Price Range of Shares" and "THE OFFER--Section 10.
Dividends and Distributions" is incorporated herein by reference.

(e) Not Applicable.

(f) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Interests of Certain Persons in the Transaction" and "SPECIAL
FACTORS--Contracts, Transactions and Arrangements Concerning the Shares" is
incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)--(d) and (g) This Statement is being filed by the Purchaser. The
information set forth in the Offer to Purchase under "INTRODUCTION" and "THE
OFFER--Section 8. Certain Information Concerning Equity Holdings and the
Purchaser" is incorporated herein by reference. The names, business addresses,
present principal occupations or employment and citizenship of the directors
and executive officers of the Purchaser are set forth in Schedule I to the
Offer to Purchase and are incorporated herein by reference. The names,
business addresses, present principal occupations or employment and citizenship
of the general partners of Equity Holdings and the trustees of such general
partners is set forth in Schedule I to the Offer to Purchase and is
incorporated herein by reference. All of the persons listed in Schedule I of
the Offer to Purchase are citizens of the United States of America.

(e)--(f) During the last five years, neither the Purchaser nor Equity
Holdings nor, to the best of their knowledge, any of the executive officers or
directors of the Purchaser or the trustees of the general partners of Equity
Holdings (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws of finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

-1-
<PAGE> 5

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Purpose and Structure of the Transaction,"
"SPECIAL FACTORS--The Merger," "THE OFFER--Section 1. Terms of the Offer,"
"THE OFFER--Section 2. Acceptance for Payment and Payment," "THE
OFFER--Section 3. Procedures for Tendering Shares," "THE OFFER--Section 4.
Withdrawal Rights" and "THE OFFER--Section 11. Conditions of the Offer" is
incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Purpose and Structure of the Transaction,"
"SPECIAL FACTORS--The Merger," and "SPECIAL FACTORS--Interests of Certain
Persons in the Transaction," and "SPECIAL FACTORS--Contracts, Transactions and
Arrangements Concerning the Shares" is incorporated herein by reference.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the Offer to Purchase under "THE
OFFER--Section 9. Source and Amount of Funds" is incorporated herein by
reference.

(b) The information set forth in the Offer to Purchase under "THE
OFFER--Section 13. Certain Fees and Expenses; Utilization of Company
Employees" is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under "THE
OFFER--Section 9. Source and Amount of Funds" is incorporated herein by
reference.

(d) Not applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a)--(d) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Fairness of the Transaction," "SPECIAL
FACTORS--Purpose and Structure of the Transaction," "SPECIAL FACTORS--Certain
Effects of the Transaction," "SPECIAL FACTORS--Plans for the Company After the
Transaction," "SPECIAL FACTORS--Interests of Certain Persons in the
Transaction," "SPECIAL FACTORS--Contracts, Transactions and Arrangements
Concerning the Shares," "SPECIAL FACTORS--The Merger," "SPECIAL
FACTORS--Certain Tax Consequences," "THE OFFER--Section 6. Effect of the Offer
on the Market for Shares; Exchange Act Registration," "THE OFFER--Section 7.
Certain Information Concerning the Company," "THE OFFER--Section 8. Certain
Information Concerning Equity Holdings and the Purchaser" and "THE
OFFER--Section 9. Source and Amount of Funds" is incorporated herein by
reference.

-2-
<PAGE> 6

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)--(e) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Certain Shares Expected to be Tendered,"
"SPECIAL FACTORS--Fairness of the Transaction," "SPECIAL FACTORS--The Merger,"
"SPECIAL FACTORS--Interests of Certain Persons in the Transaction," and
"SPECIAL FACTORS--Contracts, Transactions and Arrangements Concerning the
Shares" is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Fairness of the Transaction" is incorporated herein by reference.

(b) Not Applicable.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The information set forth in the Offer to Purchase under "INTRODUCTION,"
"SPECIAL FACTORS--Interests of Certain Persons in the Transaction," "SPECIAL
FACTORS--Contracts, Transactions and Arrangements Concerning the Shares,"
"SPECIAL FACTORS--Certain Shares Expected to be Tendered," "SPECIAL
FACTORS--The Merger," "SPECIAL FACTORS--Certain Effects of the Transaction,"
"SPECIAL FACTORS--Plans for the Company After the Transaction," and "THE
OFFER--Section 8. Certain Information Concerning Equity Holdings and the
Purchaser" is incorporated herein by reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.

(a)--(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Fairness of the Transaction," "SPECIAL
FACTORS--Interests of Certain Persons in the Transaction," and "SPECIAL
FACTORS--Contracts, Transactions and Arrangements Concerning the Shares" is
incorporated herein by reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--The Merger," "THE OFFER--Section 12. Certain Legal Matters--Appraisal
Rights" and in Schedule II is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under "THE
OFFER--Section 12. Certain Legal Matters--Appraisal Rights" is incorporated
herein by reference.

-3-
<PAGE> 7

ITEM 14. FINANCIAL INFORMATION.

(a) The information set forth in the Offer to Purchase under "THE
OFFER--Section 7. Certain Information Concerning the Company" and the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File
No. 0-5256) is incorporated herein by reference.

(b) Not applicable.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Fairness of the Transaction," "SPECIAL
FACTORS--Purpose and Structure of the Transaction," "SPECIAL FACTORS--Plans for
the Company After the Transaction," "SPECIAL FACTORS--Interests of Certain
Persons in the Transaction," "SPECIAL FACTORS--Contracts, Transactions and
Arrangements Concerning the Shares," "SPECIAL FACTORS--The Merger" and "THE
OFFER--Section 13. Certain Fees and Expenses; Utilization of Company
Employees" is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under
"INTRODUCTION" and "THE OFFER--Section 13. Certain Fees and Expenses;
Utilization of Company Employees" is incorporated herein by reference.

ITEM 16. ADDITIONAL INFORMATION.

Additional information concerning the Transaction is set forth in the
Offer to Purchase and the related Letter of Transmittal and is incorporated
herein by reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) ............ Not applicable.
(b) ............ Not applicable.
(c) ............ Exhibit (c)(1). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited
Partnership, Riverside Partners, an Illinois
limited partnership, and Citibank, N.A., dated
as of February 16, 1994
Exhibit (c)(2). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited Partnership
and Continental Bank N.A., dated as of January
31, 1989
Exhibit (c)(3). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited Partnership
and First Bank National Association, dated as
of May 12, 1994
Exhibit (c)(4). Stock Pledge Agreement between Equity
Holdings Limited, an Illinois Limited
Partnership and The First National Bank of
Boston, dated as of December 15, 1993
Exhibit (c)(5). Pledge and Security Agreement between
Equity Holdings Limited, an Illinois Limited
Partnership and NationsBank of North Carolina,
N.A., dated as of October 25, 1994

Exhibit (c)(6). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited Partnership
and Chemical Bank

Exhibit (c)(7). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited Partnership
and LaSalle National Bank

-4-

<PAGE> 8

Exhibit (c)(8). Pledge Agreement between Equity Holdings
Limited, an Illinois Limited Partnership
and Wells Fargo Realty Advisors Funding,
Incorporated

(d) ............ Exhibit (d)(1). Offer to Purchase, dated March 29, 1996
Exhibit (d)(2). Letter of Transmittal
Exhibit (d)(3). Letter, dated March 29, 1996, from Georgeson &
Company Inc. to brokers, dealers,
commercial banks, trust companies and other
nominees

Exhibit (d)(4). Letter to Clients of brokers, dealers, banks,
trust companies and other nominees

Exhibit (d)(5). Notice of Guaranteed Delivery

Exhibit (d)(6). Guidelines for Certification of Taxpayer
Identification Number on substitute Form W-9

Exhibit (d)(7). Form of Newspaper Advertisement

(e) ........... Exhibit (e)(1). Schedule II of the Offer to Purchase
(f) ........... Not applicable.
(g) ........... Exhibit (g)(1). Tender Offer Statement on Schedule 14D-1,
filed with the Securities and Exchange
Commission on March 29, 1996, by GAMI Merger
Co. and Equity Holdings Limited, an Illinois
Limited Partnership

-5-
<PAGE> 9

SIGNATURE

After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: March 29, 1996 GAMI MERGER CO.

By /S/ SHELI Z. ROSENBERG
---------------------------------
Name: Sheli Z. Rosenberg
Title: Vice President

EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP

By /S/ SHELI Z. ROSENBERG
-----------------------------------
Name: Sheli Z. Rosenberg

Title: Co-Trustee of General Partner

<PAGE> 10

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- - ----------- -------------------------------------------------------------------
<S> <C>

99.(c)(1). ... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership, Riverside Partners,
an Illinois limited partnership, and Citibank, N.A.
dated as of February 16, 1994
99.(c)(2). ... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Continental Bank
N.A., dated as of January 31, 1989
99.(c)(3). ... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and First Bank
National Association, dated as of May 12, 1994
99.(c)(4). ... Stock Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and The First National
Bank of Boston, dated as of December 15, 1993
99.(c)(5) .... Pledge and Security Agreement between Equity Holdings
Limited, an Illinois Limited Partnership and NationsBank
of North Carolina, N.A., dated as of October 25, 1994
99.(c)(6) .... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Chemical Bank
99.(c)(7)..... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and LaSalle National
Bank
99.(c)(8)..... Pledge Agreement between Equity Holdings Limited,
an Illinois Limited Partnership and Wells Fargo Realty
Advisors Funding, Incorporated
99.(d)(1) .... Offer to Purchase, dated March 29, 1996
99.(d)(2) .... Letter of Transmittal
99.(d)(3) .... Letter, dated March 29, 1996, from Georgeson & Company Inc.
to brokers, dealers, commercial banks, trust companies and
other nominees
99.(d)(4) .... Letter to Clients of brokers, dealers, banks, trust companies
and other nominees
99.(d)(5) .... Notice of Guaranteed Delivery
99.(d)(6) .... Guidelines for Certification of Taxpayer Identification Number on
substitute Form W-9
99.(d)(7) .... Form of Newspaper Advertisement
99.(e)(1) .... Schedule II of the Offer to Purchase
99.(g)(1) .... Tender Offer Statement on Schedule 14D-1, filed with the Securities
and Exchange Commission on March 29, 1996, by GAMI Merger Co.
and Equity Holdings Limited, an Illinois Limited Partnership.
</TABLE>

<PAGE> 1
EXHIBIT (g)(2)

AGREEMENT OF JOINT FILING

Equity Holdings Limited, an Illinois Limited Partnership and GAMI
Merger Co. hereby agree that the Statement on Schedule 13D, filed in
conjunction with the Tender Offer Statement on Schedule 14D-1 to which this
agreement is attached as an exhibit, as well as all future amendments to such
Statement, shall be filed jointly on behalf of each of them. This agreement is
intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended.

Dated: March 29, 1996

EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP

By:/S/ SHELI Z. ROSENBERG
-----------------------------------
Sheli Z. Rosenberg
Co-Trustee of General Partner

GAMI MERGER CO.

By:/S/ SHELI Z. ROSENBERG
-----------------------------------
Sheli Z. Rosenberg
Vice President