Harbinger Group Inc.
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SEC Filings

10-K/A
HRG GROUP, INC. filed this Form 10-K/A on 01/30/1995
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          Peter M. Holt is a director of the Company and is the beneficial owner
of 8.9% of the Company's Common Stock.  In November 1993, the Company purchased
the natural gas compression business of Energy Industries for an aggregate of
$67,227,631 in cash and 13,500,000 shares of the Company's Common Stock.  At the
time of the acquisition, Mr. Holt was the chief executive officer of Energy
Industries, as well as its majority shareholder.  As part of the acquisition of
Energy Industries, the Company entered into a noncompetition agreement with Mr.
Holt.  In exchange for Mr. Holt's covenant not to compete with the Company's
natural gas compression business for a three-year period after the closing date
in the states of Arkansas, Louisiana, Kansas, New Mexico, Oklahoma and Texas,
the Company paid Mr. Holt $3,886,514. Also, in connection with the acquisition
of Energy Industries, the Company entered into a three-year Consulting Agreement
with Mr. Holt.  See "Compensation of Directors," above.

          Energy Industries, now a wholly-owned subsidiary of the Company,
purchases parts used in manufacturing and servicing compressors and for resale
to its customers from an affiliate of Mr. Holt. Energy Industries paid
approximately $7.3 to this affiliate of Mr. Holt in fiscal 1994.  The Company
believes that such payments are comparable to those that would have been made to
other non-affiliated entities.

          Mr. Holt also uses an aircraft of another affiliated company of his
for travel in connection with his duties at Energy Industries.  Energy
Industries pays Mr. Holt's affiliates for this usage, the amount of which was
$16,085 for the fiscal year ended September 30, 1994. The Company believes that
such payments are comparable to those that would be made to other non-affiliated
firms for comparable services.

          Mr. Siem has been a director of the Company since 1993.  Mr. Siem is
also the chairman and chief executive officer of Norex America, Inc.  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"),
through which Zapata raised $111.4 million from the issuance of debt and equity
pursuant to a Second Amended and Restated Master Restructuring Agreement dated
as of April 16, 1993, as amended (as so amended, the "Norex Agreement"). The
Norex Agreement enabled Zapata to refinance its then outstanding senior debt and
substantially reduce the amount of its required debt service payments for the
following two years.  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 3 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.  Such notes also are exchangeable
into 673,077 shares of Tidewater, Inc. common stock.

          In December 1993, $73.7 million of the proceeds from the sale of 3.75
million shares of Zapata's Tidewater common stock were used to prepay $68.5
million of the Company's 13% senior indebtedness to Norex, along with accrued
interest, and to pay a $3.5 million prepayment premium.  Also, Zapata wrote-off
$3.3 million of previously deferred expenses related to the origination of such
indebtedness.  In September 1994, Zapata repaid the remaining balance of its 13%
senior convertible indebtedness to Norex and a required prepayment penalty of
$655,000.

          The Company entered into an administrative services arrangement with
Norex Drilling effective June 1, 1993, pursuant to which it provided office
space and certain administrative services to Norex Drilling. Norex Drilling
reimbursed the Company on a quarterly basis for the full cost of providing such
services as

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