Harbinger Group Inc.
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SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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America, Inc., Chairman of the Board of Directors of Wilrig AS, and a director
of Drayton Blue Chip Trust Plc, Lowndes Lambert Group Holdings Plc, DI
Industries, Inc. and Det Sondenfjelds-Norske Dampskibsselskab.  He is 45 years
of age.  His current term of office as a director expires in 1997.

         Avram A. Glazer, a director since 1993, has been employed by, and has
worked on behalf of,  for the past five years Malcolm I. Glazer and a number of
entities owned and controlled by Malcolm I. Glazer. He also serves as a director
of Gilbert/Robinson Restaurants, Inc. (a restaurant holding company) and a
director of Specialty Equipment Companies, Inc.  He is 34 years of age and
serves on the Executive Committee and Nominating Committee of the Company's
Board of Directors.  His current term of office as a director expires in 1996.
Avram A. Glazer is the son of Malcolm I. Glazer.

         Peter M. Holt has been a director since November 1993.  Since July
1984, he has served as Chief Executive Officer of Energy Industries, Inc., which
was acquired by Zapata in November 1993.  He is also the Chief Executive Officer
of certain other companies, including Caterpillar equipment dealerships and
companies engaged in used machinery sales, aircraft sales and real estate
investment, a position he has held with each such entity for more than the past
five years.  Mr. Holt is also a director of Texas Commerce Bank, San Antonio,
and Chairman of the Board of DUECO, a used equipment cooperative.  He is 46
years of age and serves on the Nominating Committee of the Company's Board of
Directors.  His current term of office as a director expires in 1997.

         Ronald C. Lassiter, a director since 1974, has been acting Chief
Operating Officer of Zapata since December 1994.  He was Chairman of the Board
of Directors of Zapata from December 1985 to July 1994 and Chief Executive
Officer of Zapata from January 1983 to July 1994.  He has served in various
positions with Zapata since 1970, and he served as a director of Zapata Gulf
Marine Corporation from November 1984 to January 1992.  Mr. Lassiter also serves
as a director of Daniel Industries, Inc.  He is 62 years of age and serves on
the Executive Committee and Compensation Committee of the Company's Board of
Directors. His current term of office as a director expires in 1996.

         Luther W. Miller, a director since December 1994, has served as senior
attorney in the Rochester, New York law firm of Cooke & Miller for more than the
past five years. He is 62 years of age and serves on the Audit Committee and
Nominating Committee of the Company's Board of Directors.  His current term of
office as a director expires in 1995.

         Myrl S. Gelb, a director since December 1994, has served as President
and director of Savannah Bank, N.A. for more than the past five years.   He is
57 years of age and serves on the Executive Committee, Audit Committee and
Compensation Committee of the Company's Board of Directors.  His current term of
office as a director expires in 1995.

         On July 1, 1993, Malcolm I. Glazer, Avram A. Glazer and Norex Drilling,
Ltd. entered into an agreement pursuant to which the Company agreed that the
Board of Directors would elect and did elect Malcolm I. Glazer, Avram A. Glazer
and Kristian Siem to serve as directors on the Company's Board of Directors.
Malcolm I. Glazer and Avram A. Glazer became Class I directors and Mr. Siem
became a Class II director.

         In connection with the acquisition of Energy Industries, Inc. ("Energy
Industries"), the Company agreed to use its best efforts to elect Peter M. Holt
as a member of the Board of Directors and as a member of the Executive Committee
and Nominating Committee of the Board of Directors.  In November 1993, the

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