Harbinger Group Inc.
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SEC Filings

8-K
HRG GROUP, INC. filed this Form 8-K on 11/21/1995
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Board of Directors
Zapata Corporation
November 16, 1995
Page 3

  2. In light of the foregoing discussion, I believe the portions of the Proxy 
Statement which describe the factors that were considered by the Board in 
reaching their decision to "begin the exit of the energy business" and to enter 
the food service business are misleading. "In late 1994," there was no Board 
action taken to develop a plan to exit the energy services business and enter 
the food service business and, to my knowledge, the only Board action taken in 
this regard was during the aforementioned meeting on September 20, 1995, well 
after the exit had begun. The entry into food services, based upon the 
information that has been made available to me, was predicated not upon the 
identification of a more attractive industry segment than energy services, but 
upon the make-up of Mr. Glazer's investment portfolio, apparently the only 
source of candidates which are regarded, by those responsible for the new 
strategy, as suitable for acquisition by Zapata.

  For the foregoing reasons, I ask the Board to:

    1. Resolve to conduct no further negotiations for the acquisition of 
       investments from Malcolm I. Glazer and his affiliates except upon the
       condition that any such acquisition will be subjected to independent
       scrutiny and the closing of the acquisition will be conditioned upon
       shareholder approval;

    2. Obtain the advice of independent counsel regarding the enforceability of 
       Zapata's obligation regarding the acquisition of the Envirodyne
       investment, with a view towards rescission; and

    3. Cause to be filed with the SEC proxy materials accurately reflecting the 
       matters discussed in this letter as well as the actions indicated in 1
       and 2, above, and schedule and provide notice of a shareholder meeting to
       approve the sale of Energy Industries to Enterra.

  Nothing can be gained by delay. I see no reason why the foregoing described 
acts cannot be accomplished promptly, so as not to unduly delay the 
aforementioned shareholder meeting and vote upon the sale of Energy Industries 
to Enterra.

  Finally, I have become concerned with the practice of calling special meetings
of the Board on short notice to address matters of great importance to Zapata's 
shareholders and without providing the directors sufficient information in 
advance of the meeting to permit an informed vote. There are of course matters 
which arise and which require a rapid response by the Board, but I have not been
able to discern any circumstances so compelling that the Board meetings which



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