Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form PRE 14A on 03/04/1994
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Proponent's Statement in Support of Proposal

Messrs. Glotzer and Gilbert have made the following statement in
support of this proposal:

     "REASONS:  A law enacted in California provides that
     all state pension holdings, as well as state college
     funds, invested in shares must be voted in favor of
     cumulative voting proposals, showing increasing
     recognition of the importance of this democratic means
     of electing directors.

     "Also, the National Bank Act has provided for
     cumulative voting.  Unfortunately, in so many cases
     companies get around it by forming holding companies
     without cumulative voting.  Thus, with so many banking
     failures the result is that tax payers have to make up
     the losses.  Banking authorities have the right to
     question the capability of directors to be on banking
     boards.  Unfortunately, in so many cases authorities
     come in after and say the director or directors were
     not qualified.  So there is no reason why this could
     not be done for corporations under the SEC and banking

     "It has increasingly been recognized that fair and
     equitable distribution of voting power is best secured
     when all the stockholders have the right of cumulative
     voting.  This is the purpose of cumulative voting, in
     our opinion, it protects everyone.

     "Because of the normal need to find new directors and
     the need for directors on the compensation committee,
     we think cumulative voting is the answer.  In addition,
     some recommendations have been made to carry out the
     Valdez 10 points.  In our opinion, the 11th should be
     to have cumulative voting and to end the stagger system
     of electing directors.

     "Alaska took away cumulative voting, over our
     objections, when it became a state.  Perhaps, if the
     citizens had insisted on proper representation the
     disastrous Valdez oil spill might have been prevented
     if environmental directors were elected through
     cumulative voting.

     "Many successful corporations have cumulative voting. 
     For example, Pennzoil having cumulative voting defeated
     Texaco in that famous case.  Another example, in spite
     of still having a stagger system of electing directors,
     Ingersoll-Rand, which has cumulative voting, won two
     awards.  In FORTUNE magazine it was ranked second as
     'America's Most Admired Corporations' and the WALL
     STREET TRANSCRIPT noted 'on almost any criteria used to
     evaluate management, Ingersoll-Rand excels.'  We
     believe Zapata should follow this example.

     If you agree, please mark your proxy for this
     resolution; otherwise it is automatically cast against
     it, unless you have marked to abstain."

Comment by Management

     The Board of Directors believes that directors should be
chosen for their capacity and willingness to represent all
stockholders, and that the present system of voting for directors


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