Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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  A stockholder executing and returning a proxy has the power to revoke it at
any time before it is exercised. A stockholder who wishes to revoke a proxy can
do so by executing a later-dated proxy relating to the same shares and
delivering it to the Secretary of the Company prior to the vote at the Special
Meeting, by giving written notice of revocation to the Secretary prior to the
vote at the Special Meeting or by appearing in person at the Special Meeting
and voting in person the shares to which the proxy relates. Any written notice
revoking a proxy should be sent to the Company, Attention: Joseph L. von
Rosenberg, III, Corporate Secretary. The Company's executive offices are
located at 1717 St. James Place, Suite 550, Houston, Texas 77056.
  In addition to the use of the mail, proxies may be solicited by personal
interview and telephone, telegraph or telecopy by the directors, officers and
regular employees of the Company. Such persons will receive no additional
compensation for such services. Arrangements also will be made with certain
brokerage firms and certain other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of Common Stock
and $2 Preference Stock held of record by such persons, and such brokers,
custodians, nominees and fiduciaries will be reimbursed by the Company for
reasonable out-of-pocket expenses incurred by them in connection therewith. The
Company has also engaged American Stock Transfer Company to assist in the
solicitation of proxies. The Company pays American Stock Transfer Company a fee
of $4,000 per month for transfer agent services and proxy solicitation services
when required. The Company will also reimburse American Stock Transfer Company
for out-of-pocket costs and expenses in connection with its solicitation.
                                 PROPOSAL NO. 1
  General. The Company is a Delaware corporation which was organized in 1954
and which historically has operated within the energy industry. The Company was
previously engaged in the operation of offshore drilling rigs, marine service
and supply vessels and oil and gas operations. All of these operations have
been divested in the last few years, with the exception of the Company's
remaining interest in a Bolivian oil and gas operation.
  In fiscal 1993, the Company began to narrow the focus of its operations to
the natural gas services market. In connection with that strategy, the Company
acquired Cimarron Gas Holding Company ("Cimarron") in November 1992. Cimarron
is engaged in the business of gathering and processing natural gas and its
constituent products, as well as marketing and trading natural gas liquids. In
September 1993, Cimarron purchased additional gathering and processing assets
and expanded its operations through the acquisition of Stellar Energy
Corporation and three affiliated companies. In November 1993, the Company
acquired the natural gas compression business of Energy Industries. Energy
Industries is engaged in the business of renting, fabricating, selling,
installing and servicing natural gas compressor packages. Energy Industries
operates one of the ten largest rental fleets of natural gas compressor
packages in the United States. See "--Business of Energy Industries".
  In late 1994 and early 1995, the Board of Directors and senior management of
the Company began to develop a strategic plan for the Company which involves
repositioning the Company in the food packaging, food and food service
equipment and supply businesses (collectively, "food services") and exiting the
energy business in which the Company has historically operated. Specifically,
the strategic plan called for the divestiture of the Company's remaining energy
operations, Energy Industries, Cimarron and the Company's remaining domestic
oil and gas assets, and the acquisition of, or joint ventures with, selected
companies in the food services industry. In connection with the development of
such strategic plan, certain members of senior management and certain members
of the Board of Directors reviewed various publicly available

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