Harbinger Group Inc.
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SEC Filings

SC 13D
HRG GROUP, INC. filed this Form SC 13D on 08/17/1995
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                                                                       Exhibit 1

                            STOCK PURCHASE AGREEMENT


     THIS AGREEMENT, dated as of August 7, 1995, is between ZAPATA CORPORATION,
a Delaware corporation (the "Buyer"), and MALCOLM I. GLAZER, as trustee of the
Malcolm I. Glazer Trust (the "Seller").

     The Seller and the Buyer, each in reliance upon the agreements,
representations, warranties and covenants hereinafter set forth herein, agree as
follows with respect to the sale by the Seller and the purchase by the Buyer of
all the issued and outstanding shares of capital stock of Envirodyne Industries,
Inc., a Delaware corporation (the "Issuer"), owned by the Seller.

     1.  Purchase and Sale of Securities.  (a)  The Seller hereby sells to the
Buyer, and the Buyer hereby purchases from the Seller, 4,189,298 shares of the
common stock, par value $0.01 per share ("Common Stock"), of the Issuer (such
shares hereinafter called the "Shares") at a purchase price per share of $4.483,
such amount being hereinafter referred to as the Purchase Price.  The aggregate
Purchase Price for the Shares is being paid with Buyer's promissory note in the
form attached hereto as Exhibit A in the principal amount of $18,780,623.00 (the
"Note").

     (b) The Buyer acknowledges receipt of the transfer from Seller's brokerage
account holding the Shares to the
 Buyer's brokerage account maintained at
Schroder Wertheim & Co. Incorporated (Account No. W105793202) of the Shares.
The Seller acknowledges receipt from the Buyer of the Note representing payment
in full for the Shares.  The sale, assignment and transfer of the Shares has
been made without recourse, representation or warranty of any kind by the Buyer,
express or implied, except as expressly set forth herein.

     2.  Representations and Warranties of Seller.  The Seller represents and
warrants to, and covenants with, the Buyer as follows:

     (a) The Seller is the duly qualified and acting Trustee of the Malcolm I.
Glazer Trust and has all the requisite power and authority to execute and
deliver this Agreement and to carry out all of the terms and provisions hereof
to be carried out by it.

     (b) The execution, delivery and performance of this Agreement by the Seller
has been duly authorized by all necessary action.  This Agreement has been duly
executed and delivered by the Seller and constitutes the valid and binding
obligation of the Seller enforceable in accordance with its terms.

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