Glazer Malcolm I – ‘SC 13D/A’ on 6/17/96 re: Harbinger Group Inc. – EX-19

As of:  Monday, 6/17/96   ·   Accession #:  950112-96-2028   ·   File #:  5-07499

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     27K 
                          Ownership                                              
 2: EX-17       Letter re: Departure of Director                      50    203K 
 3: EX-18       Letter re: Change in Accounting Principles             2      9K 
 4: EX-19       Report Furnished to Security Holders                   2     11K 

EX-19   —   Report Furnished to Security Holders
Exhibit Table of Contents

EX-19
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                                                                      EXHIBIT 19

 IRREVOCABLE PROXY
 -----------------

     Pursuant to paragraph 5(b) of the Agreement dated and effective as of April
30, 1996 ("Agreement") between Zapata Corporation, a Delaware corporation, and  
Malcolm I Glazer, individually and as trustee of the Malcolm I. Glazer Trust,   
the undersigned hereby agrees as follows:                                       

     1.   Capitalized terms that are not defined herein shall have the
meanings set forth in the Agreement.                                            

    2.   The undersigned member of the Glazer Group holds Beneficial
Ownership of 10,408,717 shares of Common Stock ("Stock") and will be entitled to
vote such shares at the Annual Meeting of Stockholders of the Company scheduled 
to beheld on August 22, 1996, and at any adjournment thereof ("Meeting"), at    
which meeting shareholders of the Company will be asked to vote on the issuance 
of Common Stock ("Stock Issuance") in connection with the Company's acquisition 
of Houlihan's Restaurant Group, Inc. ("Houlihan's"), a Glazer Controlled Entity 
("Subject Acquisition"), pursuant to the terms of the Agreement and the Plan of 
Merger dated as of June 4, 1996 among the Company, Zapata Acquisition Corp. and 
Houlihan's ("Merger Agreement").                                                

      3.   The undersigned hereby revokes any proxy heretofore given and
appoints Ronald C. Lassiter, Robert V. Leffler, Jr. and W. George Loar, the     
members of the Special Committee that evaluated the Subject Acquisition, and    
each of them (with full power to each of them to act as a majority of such      
members shall approve), as proxies and attorneys-in-fact, in the undersigned's  
name, place and stead, in any and all capacities, each with full power of       
substitution and resubstitution (a "Proxy" or the "Proxies"), to exercise all   
voting authority with respect to the Stock (and any other Voting Securities     
Beneficially Owned by the undersigned as of the record date for the             
determination of shareholders of the Company entitled to vote at the Meeting) in
connection with the Stock Issuance pursuant to the terms of the Merger          
Agreement, granting to each Proxy full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the undersigned might or could do if present, hereby ratifying and confirming   
all that a majority of the Proxies may lawfully to or cause to be done by virtue
hereof.  This proxy is coupled with an interest and shall be irrevocable during 
the term of the Agreement ("Irrevocable Proxy") until the first to occur of (a) 
the adjournment of the Meeting at which the Subject Acquisition is considered by
the shareholders of the Company or (b) the Company's publicly announced         
abandonment of the Subject Acquisition.  Upon termination of either the Merger  
Agreement or the Agreement, this Irrevocable Proxy shall be deemed to be        
revoked.                                                                        

 Page 60 of 61 Pages

EX-19
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      4.   In exercising the voting authority referred to in paragraph 3
above, each Proxy shall have complete discretion to take such action, or refrain
from taking such action, as he or she deems necessary, appropriate or desirable 
under the circumstances, subject only to the caveat that no Proxy shall be      
authorized and empowered to engage in intentional misconduct or action that     
otherwise constitutes gross negligence ("Standard of Care").  Any action taken  
by a Proxy pursuant to the express terms of the Agreement shall be conclusively 
presumed to comply with the Standard of Care.  Any action taken by a Proxy upon 
the written advice of Richards, Layton & Finger, Wilmington, Delaware, or other 
independent legal counsel reasonably acceptable to the Proxy, shall also be     
conclusively presumed to comply with the Standard of Care.  All reasonable fees 
and expenses of such legal counsel shall be paid directly by the Company.       

In Witness Whereof, this Irrevocable Proxy has been executed by the   
undersigned this 4th day of June, 1996.                                         

          ----------------------------------------
                       Malcolm I. Glazer, individually and as Trustee of the
Malcolm I. Glazer Trust       

 Page 61 of 61 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		8/22/96		1
Filed on:		6/17/96							8-K
		6/4/96		1					8-K
		4/30/96		1					8-K
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