Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

10-K/A
HRG GROUP, INC. filed this Form 10-K/A on 01/29/1996
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
          The information appearing in Item 3 of Part I of the Company's Annual
Report on Form 10-K for the year ended September 30, 1995 is amended to read in
its entirety as set forth below.


ITEM 3.  LEGAL PROCEEDINGS

          On August 11, 1995, a purported derivative action (the "Harwin Case")
was filed by Elly Harwin against the Company and its then directors in the Court
of Chancery of the State of Delaware, New Castle County. On January 18, 1996, a
second purported derivative action (the "Crandon Case") was filed by Crandon
Capital Partners against the Company and its directors in the same court.
The complaint filed in the Harwin Case alleges that the Company's directors
engaged in conduct constituting breach of fiduciary duty and waste of the
Company's assets in connection with the Company's investment in Envirodyne.  The
complaint filed in the Crandon Case makes similar allegations concerning the
Company's investment in Envirodyne and makes more general allegations of breach
of fiduciary duty and waste in connection with the decision to shift the
Company's business focus from energy to food services.  Both complaints allege,
among other things, that the purchase of the Envirodyne common stock from Mr. M.
Glazer's affiliate was a wrongful expenditure of the Company's funds and was
designed to permit Mr. M. Glazer to obtain personal financial advantage to the
detriment of the Company.  The complaints also allege that the Company's Board
of Directors is controlled by Mr. M. Glazer, and in that connection, one or both
complaints variously allege that Mr. Loar lacks independence from Mr. M. Glazer
because he was employed by a corporation indirectly controlled by Mr. M. Glazer
until his retirement (which occurred more than five years ago), that Mr. Leffler
lacks such independence because he has served as a paid consultant to Mr. M.
Glazer, that Mr. A. Glazer lacks such independence because of familial
relationship and that Messrs. Lassiter and Holt lack such independence by reason
of employment or consulting relationships with the Company.  The complaint filed
in the Harwin Case seeks relief including, among other things, rescission of the
Company's purchase of the shares of Envirodyne common stock from the trust
controlled by Mr. M. Glazer, voiding of the election of Messrs. Leffler and Loar
as directors at the Company's Annual Meeting of Stockholders held on July 27,
1995 and an award of unspecified compensatory damages and expenses, including
attorneys' fees.  The complaint filed in the Crandon Case seeks relief
including, among other things, an accounting from the individual defendants for
unspecified damages and profits and an award of costs and disbursements,
including attorneys' fees.  The Company believes that both complaints and the
allegations contained therein are without merit and intends to defend both cases
vigorously.  In the Harwin Case, the Company and the individual defendants have
filed motions to dismiss on the basis that the plaintiff has neither made the
requisite demand on the Board of Directors prior to filing the lawsuit nor
alleged sufficient grounds for failure to make a demand and that the complaint
fails to state a proper claim for relief. The Company has not yet been served 
with legal process in the Crandon Case.

          On November 16, 1995, a petition was filed in the 148th Judicial
District Court of Nueces County, Texas by Peter M. Holt, a former director of
the Company, and certain of his affiliates who sold their interests in Energy
Industries to the Company in November 1993 (collectively, with Mr. Holt, the
"Holt Affiliates"). The petition lists the Company, Mr. M. Glazer and Mr. A.
Glazer as defendants and alleges several causes of action based on alleged
misrepresentations on the part of the defendants concerning the Company's intent
to follow a long-term development strategy focusing its efforts on the natural
gas services business. The petition does not allege a breach of any provision of
the purchase agreement pursuant to which the Company acquired Energy Industries
from the Holt Affiliates, but alleged that various representatives of the
Company and Mr. M. Glazer made representations to Mr. Holt regarding Zapata's
intention to continue in the natural gas services industry. Among the remedies
sought by the petition are the following requests: (i) the Company's repurchase
of the approximately 2.8 million shares of Zapata Common Stock owned by the Holt
Affiliates for $15.6 million, an amount that represents a premium of
approximately $4.7 million, or more than 40%, over the market value of such
number of shares based on the closing price of Zapata's Common Stock on November
16, 1995; (ii) the disgorgement to the Holt Affiliates of Zapata's profit on its
sale of Energy Industries; or (iii) money damages based on the alleged lower
value of the Common Stock had the alleged misrepresentations not been made. The
Company believes that the petition and the allegations made therein are without
merit and intends to defend the case vigorously.

                                                                               
                                                                               2

 << Previous Page | Next Page >>