Harbinger Group Inc.
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SEC Filings

10-K/A
HRG GROUP, INC. filed this Form 10-K/A on 01/29/1996
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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          Mr. Kristian Siem served as a director of the Company from 1993 until
his resignation in April 1995. On May 17, 1993, Zapata completed certain
financial transactions with Norex Drilling Ltd. ("Norex Drilling"), a wholly
owned subsidiary of Norex America, Inc. ("Norex America" and, collectively with
Norex Drilling and other affiliates, "Norex"), a company of which Mr. Siem was
the Chairman and Chief Executive Officer.  In these transactions, Zapata raised
$111.4 million from the issuance of debt and equity securities pursuant to a
Second Amended and Restated Master Restructuring Agreement dated as of April 16,
1993, as amended (the "Norex Agreement").  Under the terms of the Norex
Agreement, Zapata issued $50.0 million of senior secured notes and $32.6 million
of senior convertible notes to Norex.  In addition, Norex purchased three
million shares of Common Stock for $11.25 million and 17.5 million shares of $1
Preference Stock for $17.5 million.  The $1 Preference Stock was to pay
dividends at an annual rate of 8.5% and was exchangeable into 673,077 shares of
Zapata's Tidewater common stock at the option of Norex.  In August 1993, Norex
exchanged all of its $1 Preference Stock for $17.5 million aggregate principal
amount of 8.5% unsecured exchangeable notes, maturing May 16, 1996.  The 8.5%
unsecured notes were exchangeable into the 673,077 shares of Tidewater common
stock for which the $1 Preference Stock had previously been exchangeable.  In
March 1995, the Company entered into an agreement with Norex under which the
Company was permitted to sell the shares of Tidewater, Inc. common stock and
apply the net proceeds toward repayment of the 8.5% unsecured notes.  All of
such shares were sold in March 1995 for $12.7 million and the proceeds applied
to reduce the outstanding principal amount of the 8.5% unsecured notes from
$17.5 million to $4.8 million in April 1995.  On April 10, 1995, Zapata
repurchased from Norex 2,250,000 shares of the Company's Common Stock for an
aggregate purchase price of $9,000,000. Pursuant to a conditional resignation
letter dated March 7, 1995, Mr. Siem's resignation from the Company's Board of
Directors became effective when the repurchase of the 2,250,000 shares of the
Company's Common Stock from Norex, the receipt by Norex of the proceeds of the
sale of the Tidewater, Inc. common stock and the payment to Mr. Siem of certain
unpaid directors' fees and reimbursed expenses had all been completed.  As a
result, Mr. Siem's resignation from the Board of Directors became effective on
April 10, 1995.

          For further information concerning certain transactions and
relationships of Peter M. Holt, Ronald C. Lassiter and Malcolm I. Glazer with
the Company, see Item 11. "Executive Compensation--Compensation Committee
Interlocks and Insider Participation," above.

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