Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form DEFA14A on 11/30/1995
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Specialty, respectively, and Malcolm Glazer, Avram Glazer and other members of
their family serve as 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 at
its May 30, 1995 meeting (in which, as noted above, Mr. Holt participated).
Consideration of potential business combination transactions with these
companies is at a preliminary stage. Although the Company believes that
identification of either of these two potential acquisition candidates was not
required and could be considered premature, and that the disclosures regarding
the use of proceeds in the Proxy Statement were and are accurate, in view of
Mr. Holt's letter, the Company is supplementing the Proxy Statement with this
Supplement in order to avoid controversy over certain of the matters raised by
Mr. Holt.
Letter, the Company received a copy of a petition filed in the 148th Judicial
District Court of Nueces County, Texas by Mr. Holt and certain of his
affiliates who sold their interests in Energy Industries to the Company in
November 1993 (collectively, with Mr. Holt, the "Holt Affiliates"). The
petition lists the Company, Malcolm Glazer and Avram Glazer as defendants and
alleges several causes of action based on alleged misrepresentations on the
part of the Company and the other defendants concerning the Company's intent to
follow a long-term development strategy focusing its efforts on the natural gas
services business. The petition did not allege a breach of any provision of the
purchase agreement pursuant to which the Company acquired Energy Industries
from the Holt Affiliates, but alleged that various representatives of Zapata
and Malcolm Glazer made representations to Mr. Holt regarding Zapata's
intention to continue in the natural gas services industry. Among the remedies
sought by the petition are the following requests: (i) the Company's repurchase
of the approximately 2.8 million shares of Zapata common stock owned by the
Holt Affiliates for $15.6 million, an amount that represents a premium of
approximately $4.7 million, or more than 40%, over the market value of such
number of shares based on the closing price of Zapata's common stock on
November 16, 1995; (ii) the disgorgement to the Holt Affiliates of Zapata's
profit to be made on its sale of Energy Industries; or (iii) money damages
based on the alleged lower value of the Company's common stock had the alleged
misrepresentations not been made. The Company believes that the petition and
the allegations made therein are without merit and intends to defend the case
Company's Board of Directors was held on November 21, 1995 to discuss the
Resignation Letter and the litigation instituted by the Holt Affiliates. At
such meeting, the Resignation Letter, the litigation and related matters were
discussed and the Board reaffirmed its recommendation that the stockholders
approve the Energy Industries Sale transaction. The Board authorized the
appropriate officers of the Company to file the Current Report on Form 8-K
referred to above with the SEC and the New York Stock Exchange. The Board also
authorized the mailing of this Supplement to stockholders of the Company. THE
  NEW PROXY CARD. The Company has enclosed herewith a new proxy card for the
Special Meeting pursuant to which, a stockholder may, if he or she desires,
revoke any previous proxy given in connection with the Special Meeting. 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 in the enclosed envelope,
or to the Secretary of the Company, in each case, 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 S. James Place, Suite 550, Houston, Texas 77056.

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