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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  In the event that no transaction is consummated with Weatherford Enterra, the
Company intends to seek opportunities to sell Energy Industries to another
purchaser, and, if such transaction were required by the DGCL to be approved by
stockholders, to seek stockholder approval of such transaction. No significant
negotiations have been conducted by the Company regarding the sale of Energy
Industries with persons other than Weatherford Enterra and there can be
assurances that such an alternate sale would be on terms as favorable to the
Company as the terms of the proposed sale to Weatherford Enterra.     
         
          
VOTING AGREEMENT OF MAJOR STOCKHOLDER
 
  In connection with the Energy Industries Sale, The Malcolm I. Glazer Trust, a
stockholder of the Company which beneficially owns approximately 35.3% of the
Company's outstanding Common Stock, agreed pursuant to the Glazer Letter on
behalf of itself, and any affiliates of such Trust or Malcolm I. Glazer, the
Chairman of the Board of the Company, that the Trust and such affiliates will
vote all shares of common stock owned by them in accordance with the
recommendation of the Board of Directors of the Company with respect to the
approval of the Energy Industries Sale Proposal by the Company's stockholders.
As noted under "--Recommendation of the Company's Board of Directors", the
Board of Directors has recommended that the stockholders of the Company vote
"FOR" the Energy Industries Sale Proposal.
     
STOCKHOLDER APPROVAL     
     
  Under Section 271 of the DGCL, stockholder approval is required for a
Delaware corporation to sell all or substantially all of its assets. Because of
the uncertainty regarding the precise point at which asset sales will be deemed
to be substantially all of a company's assets, the Board of Directors of the
Company is seeking stockholder approval of the Energy Industries Sale, and the
Company and Weatherford Enterra have agreed to make such approval a condition
to each party's obligation to consummate the Energy Industries Sale, so as to
remove any uncertainty that the transaction was properly authorized. Even if
Delaware law does not require stockholder approval of the Energy Industries
Sale Proposal, the Company believes that the Company's seeking of stockholder
approval will have the advantage of keeping its stockholders informed about the
Company's new direction and exit from the energy business, and that stockholder
approval may provide the Company, its Board of Directors and management with
possible defenses against stockholder claims in connection with the Energy
Industries Sale Proposal. See "--No Rights of Appraisal."     
     
  In the event that the Energy Industries Sale Proposal is not approved by the
stockholders, the Company will not proceed with the sale of Energy Industries
to Weatherford Enterra. In that event, the Company may consider and consummate
a transaction or transactions for the disposition of Energy Industries, to
Weatherford Enterra or other purchasers, which do not require stockholder
approval or which, if such transaction or transactions do require stockholder
approval, are preceded by another solicitation of proxies by the Company to its
stockholders seeking such approval.     
     
NO RIGHTS OF APPRAISAL     
     
  Under Section 262 of the DGCL, no holder of Common Stock or $2 Preference
Stock is entitled to rights of appraisal in connection with the Energy
Industries Sale. In addition, stockholders voting in favor of the Energy
Industries Sale Proposal may be precluded from later seeking redress against
the Company, its Board of Directors and management under the DGCL with respect
to the Energy Industries Sale Proposal, and the Company intends to assert that
a stockholder's vote for or signed proxy with no choice indicated would
preclude such stockholder from seeking redress against the Company, its Board
of Directors and management in such cases.     
 
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