Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form 8-K on 11/21/1995
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          In addition, the Company also notes that Mr. Holt and another party
submitted a non-binding indication of interest to acquire Energy Industries,
which was sent on June 8, 1995 to the Company's financial advisor, Schroder
Wertheim.  That proposal was not pursued by the Company because it would have
involved terms substantially less favorable to the Company and its stockholders
than the Weatherford Enterra proposal.  A portion of the offered consideration
in such proposal was the common stock of the Company owned by Mr. Holt and his
affiliates, which the proposal would have valued at a premium over the market
price of the common stock.

          To the knowledge of the Company, Mr. Holt has not, prior to receipt of
the Resignation Letter, informed any member of the Board of Directors or
executive officer of the Company that he objected to the Company's proposed exit
from the energy business and redirection of its business into the food services
industry.  The Company believes that Mr. Holt's suggestions of inaccuracies in
the Proxy Statement regarding the timing of specific board action to approve
various matters related to the proposed repositioning are, at most, technical
objections, and that the disclosure in the Proxy Statement in this regard is
correct in all material respects. In response to Mr. Holt's letter, however, the
Company intends to supplement the Proxy Statement in order to avoid controversy
over certain of the matters raised by Mr. Holt.

          The Company also disagrees with Mr. Holt's assertion that the
statements contained in the Proxy Statement regarding the used of proceeds of
the Energy Industries Sale are misleading.  The statements in the Proxy
Statement regarding the use of proceeds are (i) that the Company intends to use
the net proceeds of the Energy Industries sale for general corporate purposes,
which may include repayment of debt, and for future acquisitions which are
expected to be in the food services industry and (ii) that the Company does not
have any current plans or proposals to use the proceeds of the Energy Industries
sale for specific acquisitions or joint ventures.  The Company continues to
believe that these statements are accurate.  In this connection, Mr. Holt's
letter refers to an agenda item for the September 20, 1995 meeting of the
Company's Board of Directors (which, as noted above, Mr. Holt failed to attend)
referring to the creation of a special committee for the purpose of
investigating the legal and financial considerations of one or more merger or
acquisition transactions involving the Company and Houlihan's and Specialty.
Malcolm Glazer and members of his family beneficially own approximately 73% and
45% of the outstanding common stock of Houlihan's and Specialty, respectively,
and Malcolm Glazer, Avram Glazer and other members of their family hold
positions on the board of directors of both of those companies.  The Special
Committee was charged with recommending to the Board of Directors what further
steps should be taken by the Company in connection with its consideration of any
such transactions.  To date, the Special Committee has not issued any
recommendations with respect to its consideration of possible transactions
involving either Houlihan's or Specialty.  The Company has considered these two
companies, along with other companies (for which a special committee was not
deemed necessary because of the fact that no interested director transaction was
involved), as potential acquisition candidates in the food services industry.
Houlihan's and Specialty were included as potential merger targets in the
presentation made by Avram Glazer to the Company's Board of Directors

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