Glazer Malcolm I – ‘SC 13D/A’ on 6/17/96 re: Harbinger Group Inc. – EX-18

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-18   —   Letter re: Change in Accounting Principles

EX-18
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                                                                      EXHIBIT 18

SUPPLEMENTAL AGREEMENT
of
MALCOLM I.  GLAZER

    As of the date hereof, the undersigned represents, warrants, covenants and
agrees with Zapata Corporation ("Parent") as follows:                           

     (a)  Capitalized terms that are not defined herein shall have the
meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 
4, 1996, by and among the Parent, Zapata Acquisition Corp. and Houlihan's       
Restaurant Group, Inc.  ("Company") (the "Merger Agreement");                   

         (b)  The Agreement dated as of April 30, 1996 between the undersigned
and the Parent ("Standstill Agreement") is in full force and effect and neither 
the undersigned nor any other member of the Glazer Group is in default          
thereunder;                                                                     

         (c)  The undersigned and the other members of the Glazer Group own of
record or beneficially an aggregate of 10,408,717 shares of Parent Company      
Stock, representing all the Voting Securities and Outstanding Voting Securities 
of the Parent Beneficially Owned by the Glazer Group;                           

         (d)  The undersigned and the other members of the Glazer Group own of
record or beneficially an aggregate of 7,325,815 shares of Company Common Stock,
representing all the Voting Securities and Outstanding Voting Securities of the 
Company Beneficially Owned by the Glazer Group;                                 

  (e)  As required by the terms of the Standstill Agreement, the
undersigned has executed and delivered, and has caused each other member of the 
Glazer Group to execute and deliver, to the HOL Special Committee (as defined in
the Standstill Agreement) an irrevocable proxy covering all Voting Securities of
the Parent that the members of the Glazer Group would be entitled to vote at the
meeting of the Parent's stockholders contemplated by Section 5.7 of the         
Agreement;                                                                      

        (f)  Between the date hereof and the Effective Time, the undersigned
will not, and, to the extent within his actual control, will not permit any     
other member of the Glazer Group to, take any action that would result in an    
increase or decrease in the number of Voting Securities or Outstanding Voting   
Securities of either the Parent or the Company that is Beneficially Owned by the
Glazer Group;                                                                   

          (g)  The undersigned agrees to exercise, and, to the extent within his
actual control, cause all other members of the Glazer Group to exercise, the    
Residual Election with respect to all Glazer Shares; and                        

 Page 58 of 61 Pages

EX-18
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       (h)  On the Merger Filing Date, the undersigned will deliver to the
Parent and the Company a certificate confirming that each of the undersigned    
and, to the extent within his actual control,  the other members of the Glazer  
Group has complied with its respective obligations set forth herein and that the
representations and warranties set forth herein are true and correct in all     
material respects as of that date.                                              

        (i)  This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.                                         

          (j)  This Agreement is not intended to, and shall not, confer upon any
person other than the parties hereto any rights or remedies.                    

          (k)  This Agreement shall terminate automatically upon any termination
of the Merger Agreement pursuant to Article VII thereof or upon termination of  
the Standstill Agreement.                                                       

 IN WITNESS WHEREOF, this Supplemental Agreement has been executed as of
this 4th day of June, 1996.                                                     

                  ----------------------------
                          Malcolm I.  Glazer, Individually and
                          as Trustee of the Malcolm I.  Glazer
                        Trust U/A dated March 23, 1990, as
amended   

 Page 59 of 61 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

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