Harbinger Group Inc.
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SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 11/15/1995
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     of the Company under the Profit Sharing Plan is limited; such shares amount
     to less than 1% of the total number of shares of Common Stock held by all
     officers and directors as a group.  Included in the amounts indicated are
     shares which are subject to options exercisable within 60 days of December
     28, 1994.  The number of such shares are 6,666 for each of Messrs. A.
     Glazer, M. Glazer, Holt and Siem; 42,000 for Mr. McIntyre and 166,664
     shares for the directors and executive officers as a group.

(2)  10,395,384 shares are owned by the Malcolm I. Glazer Trust.

(3)  Includes 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.

(4)  Includes 260,000 shares held by Norex Plc, which owns approximately 46.7%
     of the outstanding capital stock of Norex America.

(5)  All such shares are owned by the Robert W. Jackson Trust.

I
TEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The Company allowed Jack T. Trotter, a director of the Company until
November 1994, the use of a corporate aircraft under an arrangement which
provided the Company with full recovery of the expenses associated with such
use, including all direct and indirect costs.  For fiscal 1994, Mr. Trotter paid
the Company a total of $317,000 for the use of the corporate aircraft.

          For further information concerning certain transactions and
relationships of Peter M. Holt and Kristian Siem with the Company, see
"Compensation Committee Interlocks and Insider Participation" above.

          Ronald C. Lassiter is an equity participant in an entity with which
the Company is negotiating for the sale of the Company's subsidiary, Zapata
Protein, Inc. The Company understands that Mr. Lassiter would also serve as
Chief Executive Officer of the purchasing entity following the sale.

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          Item 14(a)(3) of the Company's Annual Report on Form 10-K for the year
ended September 30, 1994 is amended to add the following exhibit.

          10(x)--Consulting Agreement dated as of August 17, 1994 between
Zapata Corporation and Kristian Siem.

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