Glazer Malcolm I, et al. – ‘SC 13D/A’ on 5/14/96 re: Harbinger Group Inc. – EX-15

As of:  Tuesday, 5/14/96   ·   Accession #:  950112-96-1492   ·   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    Zapata Corporation                                     7     26K 
 2: EX-15       Letter re: Unaudited Interim Financial Information     2     10K 
 3: EX-16       Letter re: Change in Certifying Accountant            14     49K 

EX-15   —   Letter re: Unaudited Interim Financial Information

EX-15
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                                                                      EXHIBIT 15

  May 2, 1996 (ZOS-NYSSE) --- Zapata Corporation ("Zapata") and Houlihan's
Restaurant Group, Inc. ("Houlihan's") announced today that they have entered    
into a letter of intent relating to Zapata's proposed acquisition of Houlihan's 
for a combination of cash and stock amounting to $8.00 per share.  In view of   
Malcolm I. Glazer's ownership of 35.2% of Zapata's 29.5 million outstanding     
shares of common stock and 73.3% of Houlihan's 10.0 million outstanding shares  
of common stock, the letter of intent was negotiated by representatives of      
special committees of the directors of both Zapata and Houlihan's who are not   
members of the Glazer family.  The proposed transaction represents another step 
in Zapata's transformation into a food service company.                         

 Zapata and Houlihan's have proposed a merger of Houlihan's into a newly
organized subsidiary of Zapata with each share of Houlihan's stock being        
converted into $4.00 in cash, without interest, and $4.00 in average market     
value of Zapata common stock for a specified number of trading days prior to the
effective date of the merger.  It is proposed that shareholders not affiliated  
with Malcolm Glazer would be afforded the opportunity to elect, subject to      
proration as noted below, to receive 100% cash in the merger for their          
Houlihan's shares.  In the event that the unaffiliated stockholders as a group  
exercise elections to receive such an amount of cash in the merger that the     
aggregate ownership of Zapata's then outstanding common stock, the cash         
elections of the unaffiliated stockholders will be reduced pro rata to assure   
that the foregoing 49.9% ownership threshold is not exceeded.                   

Any transaction would be subject to the negotiation and execution of a
definitive merger agreement and, among other things, approval of the transaction
by the directors and stockholders of both companies, compliance with the Hart-  
Scott-Rodino Antitrust Improvements Act, registration of the Zapata shares      
issuable in the merger under the Securities Act of 1933 and receipt of consent  
from Houlihan's lending bank or the refinancing of Houlihan's outstanding bank  
debt.  There can be no assurance that a transaction will be consummated, or, if 
consummated, will be on the terms as proposed.                                  

 Zapata also announced that Malcolm Glazer has entered into a Standstill
Agreement with Zapata.  Under the Standstill Agreement, Mr. Glazer has agreed on
behalf of himself, his family and entities controlled by him not to increase his
or their ownership of voting securities in Zapata above 49.9% on either an      
outstanding or fully-diluted share basis, unless, among other things, such      
increase is approved by a majority of the directors on the Zapata Board who are 
not members of the Glazer family or is in response to a tender offer or other   
proposal by others to acquire more than 14.9% of Zapata's voting securities.    

    Page 8 of 23 Pages

EX-15
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  As long as the Standstill Agreement is in effect, Mr. Glazer will have a
right of first purchase to maintain his proportionate ownership position in     
Zapata.  Generally, Zapata will have the right to acquire any voting securities 
sought to be transferred by Mr. Glazer.  Mr. Glazer will be permitted to sell   
voting securities free of Zapata's purchase option in a number of circumstances,
including sales or transfers to a purchaser that agrees to be bound by the terms
of the Standstill Agreement, pursuant to a public distribution, in response to a
tender offer by an unaffiliated third party for at least 14.9% of Zapata's      
outstanding voting securities, in connection with certain corporation           
reorganizations or upon conversion, exchange or exercise of outstanding         
securities.  As long as Mr. Glazer owns more than 9.9% of the voting securities 
of Zapata, Zapata has agreed generally not to solicit proposals for the         
acquisition Zapata although it has reserved the right to respond to unsolicited 
proposals from others.                                                          

   Under the Standstill Agreement, any combinations between Zapata and other
entities in which Mr. Glazer owns 15% or more of the voting equity, such as     
Houlihan's, must be negotiated and approved by a special committee of Zapata's  
directors.  In the event of a proposed acquisition of a Glazer controlled       
entity, Mr. Glazer has agreed to grant the special committee evaluating such    
acquisition an irrevocable proxy to vote all of Mr. Glazer's Zapata shares in   
such manner as the committee in its sole discretion determines.                 

    The Standstill Agreement terminates upon, among other events, the first to
occur of eighteen months after Zapata's acquisition of Houlihan's, Zapata's     
announcement that it does not intend to acquire Houlihan's, the acquisition by  
another of securities representing 20% of the voting power attributable to      
Zapata's outstanding capital stock, a breach of the terms of the Standstill     
Agreement by Zapata or Mr. Glazer's acquisition of more than 50-% of Zapata's   
outstanding voting securities in accordance with the terms of the Agreement.  In
the event that Zapata announces its intention to acquire another Glazer         
controlled entity prior to the expiration of the Standstill Agreement, the      
termination date of the Standstill Agreement will be automatically extended     
until the first to occur of eighteen months after the acquisition of such entity
or Zapata's announcement that it does not intend to acquire such entity.        

    Page 9 of 23 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/14/96							10-Q
		5/2/96		1
									List all Filings