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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  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 RECOMMENDS APPROVAL OF THE RESOLUTIONS.

STOCKHOLDER APPROVAL

  Under Section 271 of the DGCL, stockholder approval is required for a Delaware
corporation to sell all or substantially all of its assets.  Because of
uncertainty regarding the precise point at which assets sales will be deemed to
be all or substantially all of a company's assets, the Board of Directors of the
Company is seeking stockholder approval for the Cimarron Sale so as to remove
any uncertainty that the transaction was properly authorized.

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 Cimarron Sale.
In addition, stockholders voting in favor of the Cimarron Sale Proposal may be
precluded from later seeking redress against the Company under the DGCL with
respect to the Cimarron 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.

FINANCIAL INFORMATION

  For selected financial data of the Company and unaudited pro forma
consolidated financial statements showing the effect of the consummation of the
Cimarron Sale and the Energy Industries Sale, see "Selected Financial Data" and
"Unaudited Pro Forma Consolidated Financial Statements".

RELATION TO THE ENERGY INDUSTRIES SALE PROPOSAL

  Neither the Cimarron Sale Proposal nor the Energy Industries Sale Proposal is
conditioned on the other.

BUSINESS OF CIMARRON

  General.  The Company purchased the stock of Cimarron in November 1992 for
$3.8 million, consisting of $2.5 million in cash and shares of Common Stock then
valued at $1.3 million.  In September 1993, Cimarron acquired the interests of
Stellar Energy Corporation and three affiliated companies (collectively,
"Stellar") for $16.4 million, consisting of $6.3 million in cash, the redemption
of $3.7 million of notes payable to former Stellar stockholders and assumption
of $6.4 million of indebtedness of Stellar.  The Cimarron Sale Proposal includes
the sale of all of the above assets.

  Operations.  Cimarron is engaged in two major categories of business
activities:  the gathering and processing of natural gas and its constituent
products and the marketing and trading of natural gas liquids ("NGL").  The
following table shows revenues and operating results for the two major
categories of business activities for fiscal years 1993 and 1994 and the nine
months ended June 30, 1995 (in thousands):

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