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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                                                                      APPENDIX B


                                               September 20, 1995

The Board of Directors
Zapata Corporation
1717 St. James Place
Suite 550
Houston, TX 77056

Members of the Board:

In accordance with the terms of the engagement letter dated as of April 13, 1995
between Zapata Corporation ("Zapata") and Schroder Wertheim & Co. Incorporated 
("Schroder Wertheim"), we have acted as exclusive financial advisor to Zapata 
with regard to a potential sale of its wholly-owned subsidiaries Energy 
Industries, Inc. and Zapata Energy Industries, L.P. (collectively "EI" or the 
"Company"). Under the terms of a draft purchase agreement dated September 19, 
1995 (the "Draft Purchase Agreement"), Enterra Corporation ("Enterra") would 
purchase from Zapata all of the assets and property of the natural gas 
compression businesses historically engaged in by EI (the "Transaction") for
cash consideration of $130 million, and assume certain liabilities, subject to
certain adjustments based on the net asset value of EI on the closing date (the
"Consideration").

We understand that as an inducement to Enterra's entering into a definitive 
Purchase Agreement, The Malcolm I. Glazer Trust, beneficial owner of 
approximately 35.3% of the outstanding common stock of Zapata, has agreed on 
behalf of itself, and any affiliates of such Trust or Malcolm I. Glazer, that 
the Trust and such affiliates will vote all shares of Zapata common stock owned 
by them in accordance with the recommendation of Zapata's Board of Directors to 
Zapata's shareholders with respect to approval of the Transaction by Zapata's 
stockholders, pursuant to a letter agreement dated September 20, 1995 (the 
"Glazer Letter").

You have requested that Schroder Wertheim render an opinion (the "Opinion"), as
investment bankers, as to the fairness from a financial point of view to Zapata
of the Consideration to be received by Zapata. This letter confirms the oral
Opinion rendered to the Board of Directors of Zapata on September 20, 1995. It
is understood that (i) the Opinion shall be used by the Company solely in
connection with its consideration of the Transaction and (ii) the Company will
not furnish the Opinion or any other material prepared by Schroder Wertheim
(including this letter) to any other person or persons or use or refer to the
Opinion or this letter for any other purposes without Schroder Wertheim's prior
written approval; provided, however, that the Company may publish the Opinion in
its entirety in any proxy statement or similar documents distributed to its
stockholders in connection with the Transaction, subject to our prior written
approval of any summary, of excerpt from or reference to the Opinion.

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