Harbinger Group Inc.
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SEC Filings

POS AM
HRG GROUP, INC. filed this Form POS AM on 02/22/1994
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owned by the interested stockholder.  Under Section 203, the restrictions
described above also do not apply to certain business combinations proposed by
an interested stockholder following the announcement or notification of one of
certain extraordinary transactions involving the corporation and a person who
had not been an interested stockholder during the previous three years or who
became an interested stockholder with the approval of a majority of the
corporation's directors.     
    
                                    EXPERTS     
    
          The audited consolidated financial statements and schedules of the
Company at September 30, 1993 and 1992 and for each of the three years in the
period ended September 30, 1993, and the audited consolidated financial
statements of Zapata Gulf Marine Corporation at September 30, 1991 and 1990 and
for each of the three years in the period ended September 30, 1991 included in
the Company's Annual Report on Form 10-K, which are incorporated into this
Prospectus by reference, have been audited by Arthur Andersen & Co., independent
public accountants, as indicated in their reports appearing therein, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.     
    
          The consolidated financial statements of Tidewater and its
subsidiaries as of March 31, 1993 and 1992 and for each of the years in the
three-year period ended March 31, 1993 included in the Company's Annual Report
on Form 10-K, which are incorporated into this Prospectus by reference, have
been audited by KPMG Peat Marwick, independent certified public accountants, and
are included herein in reliance upon the authority of such firm as experts in
accounting and auditing.     
    
          The estimates of proved reserves of oil and gas and related estimates
of future net revenues and present value thereof as of September 30, 1993, 1992
and 1991 from the reports of Huddleston & Co., Inc., included in the Company's
Annual Report on Form 10-K, are incorporated into this Prospectus by reference,
and all such information has been so included in reliance on the authority of
such firm as experts regarding the matters contained in their report.     
    
                                 LEGAL OPINIONS     
    
          Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Joseph L. von Rosenberg II,
Esq., Associate General Counsel of the Company.  Mr. von Rosenberg owns options
to acquire 100,000 shares of Common Stock granted under Zapata's 1990 Stock
Option Plan.     

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