Harbinger Group Inc.
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SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 06/23/1995
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the 1990 Stock Option Plan during 1994.  The Committee believes that options
should be granted only once every several years so that option grants do not
become considered a part of normal annual compensation.

THE COMPENSATION COMMITTEE
Avram A. Glazer (Chairman)
Robert V. Leffler, Jr.
R. C. Lassiter (nonvoting)



          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          Members of the Compensation Committee of the Board of Directors during
the year ended September 30, 1994 included Peter M. Holt, Malcolm I. Glazer,
Kristian Siem and Daniel P. Whitty, and until his resignation in February 1994,
B. John Mackin.  Mr. A. Glazer became a member of the Committee in August 1994.
Daniel P. Whitty resigned from the Board of Directors in November 1994.  Myrl S.
Gelb became a member of the Board of Directors and the Compensation Committee in
December 1994.  He resigned as a director in May 1995 and was replaced as a
member of the committee by Robert V. Leffler, Jr.


          Peter M. Holt is a director of the Company and is the beneficial owner
of 9.6% 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 2,700,000 shares of the Company's Common Stock.  At the
time of the  acquisition, Mr. Holt was 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 "Board of Directors and Committees of the Board -
Compensation of Directors" in this Proxy Statement.


          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 million 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 nonaffiliated 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 affiliate 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 nonaffiliated
firms for comparable services.


          Mr. Siem served as a director of the Company from 1993 until his
resignation in April 1995. 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,

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