Harbinger Group Inc.
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SEC Filings

SC 13D/A
GLAZER MALCOLM I filed this Form SC 13D/A on 10/26/1994
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         (d)     The so-called "waiting period" under the HSR Act shall have
terminated (i) on or before forty-five (45) days after the date hereof, or (ii)
as a result of early termination.

         SECTION 8.  Sellers' Representations and Warranties.  The Sellers
hereby represent, warrant and acknowledge to the Purchaser that:

         (a)     The Envirodyne Shares were issued to them by the Company
pursuant to a certain First Amended Joint Plan of Reorganization as Twice
Modified ("Plan") confirmed by the United States District Court for the
Northern District of Illinois on December 28, 1993 in exchange for certain
indebtedness ("Indebtedness") held by them and issued by the Company's
predecessor-in- interest.

         (b)     They have, and until the Closing they shall have, good right,
title and interest in and to the Envirodyne Shares, free and clear of any
liens, encumbrances, set-offs or counterclaims of any kind and the Envirodyne
Shares are held in uncertificated form and identified on the books of Cede &
Co. as being registered to the Sellers and are not subject to any instructions
restricting their transfer.

         (c)     No relationship existed between the Company (or its
predecessors) and the Sellers or any of their affiliates or associates (as
defined in Securities and Exchange Commission Rule 12b-2) that would be
relevant in determining whether any Seller was an "underwriter" for purposes of
Section 1145(b)(1) of the Bankruptcy Code at the time the Envirodyne Shares
were issued to the Sellers.

         (d)      At the time they acquired the Indebtedness, they did so
without the view to the resale, distribution or other disposition thereof or
the shares to be received therefor.

         (e)     Except as provided in this Agreement, they have not made, and
during the term hereof they shall not make, any written or oral agreement or
understanding with respect to the disposition of any of the Envirodyne Shares
being purchased by Purchaser under this Agreement or with respect to any other
rights pertaining to the Envirodyne Shares.

         (f)     They have not entered into or made any agreements,
arrangements or understandings with any broker, finder or other person, firm or
corporation performing brokerage, finder or similar services for its account.

         (g)     They are not registered brokers, dealers, banks or other
lenders for purposes of Regulations T, U or G of the Federal Reserve Board and
the transactions contemplated herein are not governed by such regulations.





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