Harbinger Group Inc.
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SEC Filings

PRE 14A
HRG GROUP, INC. filed this Form PRE 14A on 09/29/1995
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VOTING AGREEMENT OF MAJOR STOCKHOLDER

  In connection with the Energy Industries Sale, The Malcolm I. Glazer Trust, a
stockholder of the Company which beneficially owns approximately 35.3% of the
Company's outstanding Common Stock, agreed pursuant to the Glazer Letter on
behalf of itself, and any affiliates of such Trust or Malcolm I. Glazer, the
Chairman of the Board of the Company, that the Trust and such affiliates will
vote all shares of common stock owned by them in accordance with the
recommendation of the Board of Directors of the Company with respect to the
approval of the Energy Industries Sale Proposal by the Company's stockholders.
As noted under "--Recommendation of the Company's Board of Directors", the Board
of Directors has recommended that the stockholders of the Company vote "FOR" the
Energy Industries Sale Proposal.

RESOLUTIONS PROPOSED FOR ADOPTION BY STOCKHOLDERS

  Resolutions in substantially the following form will be proposed at the
Special Meeting for consideration of the Company's stockholders:

     "RESOLVED, that the Asset Purchase Agreement dated as of September 20, 1995
  by and among Zapata Corporation, Energy Industries, Inc., Zapata Energy
  Industries, L.P., Enterra Corporation and Enterra Compression Company, in
  substantially the form attached as Appendix A to the Proxy Statement for the
  Special Meeting of Stockholders, and the transactions contemplated in such
  agreement, are hereby approved, with such changes and additions as the Board
  of Directors or the officers of Zapata Corporation in their sole discretion
  deem necessary or appropriate, and the directors and officers of Zapata
  Corporation are hereby authorized in their discretion to take such steps as
  are in their sole judgment necessary or appropriate to effectuate such
  Purchase Agreement; and further

     RESOLVED, that the officers of Zapata Corporation are hereby authorized in
  their discretion to execute such documents in the name and on behalf of the
  corporation and to take other actions as are in their sole judgment necessary
  or appropriate to effectuate the purpose of the foregoing resolution; and 
  further

     RESOLVED, that all acts and deeds previously performed by the officers and 
  directors of Zapata Corporation prior to the date of this resolution that are
  within the authority conferred by the foregoing resolutions are hereby
  ratified, confirmed and approved as authorized deeds of Zapata Corporation."

  The affirmative vote of a majority of the outstanding shares of Common Stock
and $2 Preference Stock entitled to vote thereon, voting together as a single
class, is required to adopt the above resolutions.  THE COMPANY'S BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF THE ABOVE RESOLUTIONS.

FEES AND EXPENSES

  Each of Enterra and the Company will pay its own expenses in connection with
the transactions contemplated by the Purchase Agreement.

NO RIGHTS OF APPRAISAL

  Under Section 262 of the DGCL, no holder of Common Stock or $2 Preference
Stock is entitled to rights of appraisal in connection with the Energy
Industries Sale.  In addition, stockholders voting in favor of the Energy
Industries Sale Proposal may be precluded from later seeking redress against the
Company under the DGCL with respect to the Energy Industries Sale Proposal, and
the Company intends to assert that a stockholder's vote for, abstention or
signed proxy with no choice indicated would preclude such stockholder from
seeking redress against the Company in such cases.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

  This section is a summary of the material federal income tax consequences
which the Company expects to result from the Energy Industries Sale.  The
summary is based upon the Internal Revenue Code, judicial decisions, United
States Treasury Department regulations promulgated thereunder and administrative
rulings of the United States Treasury Department and existing interpretations
thereof, any of which could be changed at any time. No rulings have been
requested from the Internal Revenue Service with respect to any consequences
resulting from the Energy Industries Sale.

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