Harbinger Group Inc.
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SEC Filings

10-Q
HRG GROUP, INC. filed this Form 10-Q on 02/14/1996
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                         PART II - OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The Company held a Special Meeting of Stockholders on December 15,
1995 (the "Special Meeting") to consider and vote upon the sale of the Company's
natural gas compression business conducted by two of its wholly owned
subsidiaries, Energy Industries, Inc. and Zapata Energy Industries, L.P. (the
"Energy Industries Sale Proposal"), to Weatherford Enterra, Inc.  An aggregate
of 29,551,034 shares of the Company's equity securities were outstanding and
entitled to vote at the Special Meeting as follows:  29,548,407 shares of Common
Stock and 2,627 shares of $2 Noncumulative Convertible Preference Stock.  Of the
shares of the Company's equity securities present in person or represented by
proxy at the Special Meeting, the following numbers of shares were voted in the
manner indicated respecting the approval and authorization of the Energy
Industries Sale Proposal:

             For            Against       Abstain     Broker Nonvotes
           ------          ---------     ---------   -----------------

          19,280,264       4,116,852      215,814           0



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)           Exhibits:

The exhibits indicated by an asterisk (*) are incorporated by reference to the
Zapata Corporation Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.

          3(a)*  --  Restated Certificate of Incorporation of Zapata filed with
                     Secretary of State of Delaware on May 3, 1994 (Exhibit 3(a)
                     to Current Report on Form 8-K dated April 27, 1994 (File
                     No. 1-4219)).

          3(b)*  --  Certificate of Designation, Preferences and Rights of $1
                     Preference Stock (Exhibit 3(c) to Zapata's Quarterly Report
                     on Form 10-Q for the fiscal quarter ended March 31, 1993
                     (File No. 1-4219)).

          3(c)*  --  Certificate of Designation, Preferences and Rights of $100
                     Preference Stock (Exhibit 3(d) to Zapata's Quarterly Report
                     on Form 10-Q for the fiscal quarter ended March 31, 1993
                     (File No. 1-4219)).

          3(d)*  --  By-laws of Zapata, as amended effective November 21, 1995.

          10(a)* --  Mutual Release Agreement dated as of December 1, 1995 by
                     and among Zapata Corporation, Cimarron Gas Holding Company,
                     Robert W. Jackson and the Robert W. Jackson Trust.

          27     --  Financial Data Schedule

(b)           Reports on Form 8-K:

Current Report on Form 8-K dated November 17, 1995  (reported the resignation of
Peter M. Holt from the Company's Board of Directors as a result of Mr. Holt's
disagreement with the Company).

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