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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in person or represented by duly executed proxies at the Annual Meeting of
Stockholders and entitled to vote on the subject matter.

          Under Delaware law, abstentions are treated as present and entitled to
vote and thus will be counted in determining whether a quorum is present.
Abstentions will have the same effect as a vote against a matter, except as to
the election of directors, as to which they will have no effect.  A broker non-
vote (i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary power to vote on a particular
matter) is counted for purposes of determining the existence of a quorum but
will have no effect on the outcome of the vote on the Stockholder Proposal or
the ratification of independent public accountants.

                           CERTAIN BENEFICIAL OWNERS

          The following information relates to the holders of the Company's
voting securities known to the Company on June 20, 1995 to own beneficially 5%
or more of  any class of the Company's voting securities. For the purposes of
this Proxy Statement, beneficial ownership of securities is defined in
accordance with the rules of the Securities and Exchange Commission (the
"Commission") to mean generally the power to vote or dispose of securities,
regardless of any economic interest therein.


<TABLE>
<CAPTION>
 
                                                             Shares Owned               Percent
    Title of Class           Name and Address                Beneficially               of Class
- ---------------------------  ---------------------------     --------------------    -------------
<S>                          <C>                             <C>                     <C>
 
Common Stock...............  The Malcolm I. Glazer Trust     10,402,050 (1)                   35.3
                             and Malcolm I. Glazer
                             1482 South Ocean Boulevard
                             Palm Beach, Florida 33480
 
                             Peter M. Holt                    2,822,617 (2)                    9.6
                             c/o Holt Company of Texas
                             S.W.W. White at Holt Avenue
                             San Antonio, Texas 78222
 
$2 Preference Stock........  Larry A. Reiten                        150                        5.7
                             Route 1, Box 297
                             Bayfield, Wisconsin 54814-9701

</TABLE>

________________
(1)  Based on information contained in a Schedule 13D, as amended as of October
     25, 1994, which was filed with the Commission by The Malcolm I. Glazer
     Trust (the "Trust") and Mr. Glazer.  The Schedule 13D states that Mr.
     Glazer contributed all of his shares of Common Stock to the Trust and that,
     as trustee and beneficiary of the Trust, Mr. Glazer is a beneficial owner
     of the shares of Common Stock held by the Trust.  The amount in the table
     also includes 6,666 shares of Common Stock, which Mr. Glazer has the right
     to acquire within 60 days through the exercise of nonqualified stock
     options.
(2)  Based on (i) information contained in a Schedule 13D, as amended as of June
     8, 1994, which was filed with the Commission by Mr. Holt and (ii)
     additional information provided to the Company by Mr. Holt. The Schedule
     13D and the additional information indicates ownership as follows:
     1,021,969 shares held by Mr. Holt, individually; 115,950 shares held by the
     Peter M. Holt Grantor Trust; 28,033 shares held by the Peter Holt H-R
     Trust; 220,478 shares held by the S Stock GST Trust for Peter M. Holt;
     60,478 shares held by the S Stock GST Trust for Benjamin D. Holt III;
     120,478 shares held by the S Stock GST Trust for Anne Holt; 207,582 shares
     held by the Holt Corporate Stock Marital Trust--1985; 200,886 shares held
     by the Holt Corporate Stock Life Trust--1985 and 840,097 shares held by
     Benjamin D. Holt, Jr.  Peter M. Holt disclaims beneficial ownership as to
     all of the shares held by the S Stock GST Trust for Benjamin D. Holt III
     and the S Stock GST Trust for Anne Holt.  The amount in the table also

                                       2

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