Harbinger Group Inc.
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PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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     directors from being on the board's of public companies.

     "We think cumulative voting is the answer to find new directors for various
     committees.

     "Additionally, some recommendations have been made to carry out the Valdez
     10 points. The 11th should be to having cumulative voting and ending
     stagger systems of electing directors, in our opinion.

     "When Alaska became a state, it took away cumulative voting over our
     objections. The Valdez oil spill might have been prevented if environmental
     directors were elected through cumulative voting.  Also, the high
     derivative losses might have been prevented with cumulative voting.

     "Many successful corporations have cumulative voting.  For example,
     Pennzoil having cumulative voting defeated Texaco in that famous case.
     Another example is Ingersoll-Rand, which has cumulative voting and won two
     awards.  In FORTUNE magazine it was ranked second in its industry as
     'America's Most Admired Corporations' and the WALL STREET TRANSCRIPT noted
     'on almost any criteria used to evaluate management, Ingersoll-Rand
     excels.'  In 1994 they raised their dividend. We believe that Zapata should
     follow these examples.

     "If you agree, please mark your proxy for this resolution; otherwise it is
     automatically cast against it, unless you have marked to abstain."

Comment by Management

          The Board of Directors believes that directors should be chosen for
their capacity and willingness to represent all stockholders, and that the
present system of voting for directors provides the best assurance that the
decisions of the directors will be made in the best interest of all the
stockholders, rather than for the benefit of special interest groups.

          Cumulative voting tends to produce special interest directors beholden
to the narrow interests of those who elect them, even though such interests may
be adverse to the overall welfare of the Company and the stockholders as a
whole.  A board encumbered by such conflicting factions could impede the ability
of the Company to arrive at decisions that represent the long-term interest of
all stockholders and to react timely and decisively in critical situations.  The
factionalism caused by cumulative voting could also deter independent persons of
standing and reputation from serving on the Board and reduce the sense of
cooperation and confidence which the Board presently maintains.

          Neither Delaware, the State in which the Company and most major
publicly-owned corporations are incorporated, nor the Model Business Corporation
Act, which reflects a consensus of the academic and practicing legal community,
requires cumulative voting.  This is in accord with the Board's belief that the
principle of majority rule is the appropriate one for the election of directors.

          Under the corporation law of the State of Delaware, the action
recommended in this proposal could be taken only if the Board of Directors
recommended an amendment to the Company's Restated Certificate of Incorporation
establishing cumulative voting and directed that the amendment be submitted to a
vote of the Company's stockholders.  The Company's Board of Directors has not
recommended, and does not recommend, such an amendment.  Therefore, a vote in
favor of this proposal would be only an advisory recommendation to the Board of
Directors that it take steps to initiate such an amendment.

          At certain annual meetings of stockholders of, among others, Florida
Power & Light Company, FPL Group, Inc., Rockefeller Center Properties, Inc.,
Citicorp, The Chase Manhattan Corporation and Chemical

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