62-656: HRG Group, Inc. , formerly Harbinger Group Inc. and Zapata Corporation , was a holding company based in Rochester, New York , having originated from an oil company started by a group including future U.S. president George H. W. Bush . In 2009, it was renamed the Harbinger Group Inc. The company traced its origins to Zapata Petroleum Corporation, founded in 1953 by future U.S. President George H. W. Bush , along with his business partners John Overbey, Hugh Liedtke , Bill Liedtke , and Thomas J. Devine. Overbey
124-612: A FOIA request for an in-depth San Francisco Chronicle investigation. The FBI had claimed it needed to maintain secrecy to "protect law enforcement operations". The National Security Act of 1947 bars the CIA from engaging in domestic intelligence activities.) Pauley began the February 2, 1965, meeting with Grapp by saying he was upset about the Free Speech Movement and recalled that "obnoxious question ... concerning
186-572: A 41% share of Amata Gas Corporation. In 1964, Bush ran for the United States Senate , and lost; he continued as president of Zapata Off-Shore until 1966, when he sold his interest to Doyle Mize and ran for the U.S. House of Representatives . On September 9, 1965, Hurricane Betsy struck the coast of Louisiana sinking the oil rig Maverick . There were no deaths, however, $ 8 million in Zapata assets were lost. A helicopter flew Bush over
248-408: A CIA staffer who had resigned his agency position that same year to go into private business, but who continued to work for the CIA under commercial cover. Devine would later accompany Bush to Vietnam in late 1967 as a "cleared and witting commercial asset" of the agency, acted as his informal foreign affairs advisor, and had a close relationship with him through 1975. In 1954, Zapata Off-Shore Company
310-686: A joint-venture with Pemargo in 1960. In 1958 he founded Pauley Petroleum which, with Howard Hughes , expanded oil production in the Gulf of Mexico . Later Pauley also became a founding part-owner of television station KTVU in Oakland , a part-owner of the Los Angeles Rams football team and a director of Western Airlines . Pauley became involved with the Democratic Party as a fundraiser in 1930s, eventually becoming treasurer of
372-505: A loan and stock sale. But financier Malcolm Glazer , owner of the NFL franchise Tampa Bay Buccaneers and Premier League club Manchester United , and at the time owner of 40 percent of Zapata, did not want his holdings diluted and filed a lawsuit to block the deal. By 1994, the company had come under Glazer's control, after a proxy fight . Glazer became chairman of Zapata, replacing Ronald Lassiter, and in 1995 Avram Glazer , son of Malcolm,
434-589: A matter of broadcast regulation . In the United States, a personal holding company is defined in section 542 of the Internal Revenue Code . A corporation is a personal holding company if both of the following requirements are met: A parent company is a company that owns enough voting power in another firm (or subsidiary ) to control management and operations by influencing or electing its board of directors . The definition of
496-425: A parent company differs from jurisdiction to jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction. When an existing company establishes a new company and keeps majority shares with itself, and invites other companies to buy minority shares, it is called a parent company. A parent company could simply be a company that wholly owns another company, which
558-447: A previous offshore contract. The deal with Permargo is not mentioned in Zapata's annual reports, and SEC records are missing. In 1988, a Bush spokesman claimed that the deal lasted only from March to September 1960. However, Zapata sold the oil-drilling rig Nola I to Pemargo in 1964. Zapata's filing records with the U.S. Securities and Exchange Commission are intact for the years 1955–1959, and again from 1967 onwards. However, records for
620-617: A record analyst with the commission). During the Bay of Pigs invasion and the Cuban Missile Crisis , Zapata allowed its oil rigs to be used as listening posts . In 1988, Barron's said Zapata was "a part time purchasing front for the [ Central Intelligence Agency ]". In 1962, Bush was joined in Zapata Off-Shore by Robert Gow. By 1963, Zapata Off-Shore had four operational oil-drilling rigs—Scorpion (from 1956,
682-556: A self-avowed Communist Party official who tried to get young people involved with the party. The report failed to note that since 1957 the FBI had found no evidence that Wofsy had been involved with the party. On February 4, 1965, Grapp told Hoover that Pauley could be used as a source on internal University affairs, and could harass and remove suspected communists on the faculty and the Board of Regents. Hoover approved, and one week later Pauley
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#1732776638094744-472: A tending subsidiary of the purchasing company, which, in turn, becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give a parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.) In the United Kingdom, the term holding company is defined by
806-527: A year and limited its ability to refinance, which proved to be a key obstacle leading to that firm's February 2015 Chapter 11 bankruptcy as the chain was forced to keep more than a thousand unprofitable stores open. Fidelity & Guaranty Life , the insurer backed by Harbinger Group, also has a $ 50 million stake in the RadioShack bankruptcy. An impairment of $ 105.0, out of the $ 150 million net exposure, recognized as of March 31, 2015. On February 26, 2018,
868-557: Is being furnished in strict confidence." Five days later (February 2) Grapp met with Pauley for two hours at his office in the Pauley Petroleum Building in Los Angeles. Grapp provided him information from FBI files on other regents, faculty, and students who were considered "ultra-liberal". The CIA and FBI worked in conjunction with Ronald Reagan , who sought to mount a "psychological warfare campaign" against
930-466: Is defined by Part 1.2, Division 6, Section 46 of the Corporations Act 2001 (Cth) , which states: A body corporate (in this section called the first body) is a subsidiary of another body corporate if, and only if: Toronto-based lawyer Michael Finley has stated, "The emerging trend that has seen international plaintiffs permitted to proceed with claims against Canadian parent companies for
992-830: Is probably best remembered for Zapata's unsolicited (and unsuccessful) takeover bid of the Excite internet portal. During this period, Zapata also built up a controlling stake in Safety Components International, a manufacturer of air bag fabrics and cushions. On December 2, 2005, Zapata Corporation Chairman, Avram ("Avi") Glazer , announced the sale of 4,162,394 shares, 77.3%, of Safety Components International to Wilbur L. Ross Jr. for $ 51.2 million. The company sold its remaining stock in Omega Proteine on December 1, 2006, leaving it with no active subsidiary. The Glazer family sold its controlling stock of
1054-458: Is sometimes done on a per- market basis. For example, in Atlanta both WNNX and later WWWQ are licensed to "WNNX LiCo, Inc." (LiCo meaning "license company"), both owned by Susquehanna Radio (which was later sold to Cumulus Media ). In determining caps to prevent excessive concentration of media ownership , all of these are attributed to the parent company, as are leased stations , as
1116-630: Is then known as a " wholly owned subsidiary ". Edwin Pauley Edwin Wendell Pauley Sr. (January 7, 1903 – July 28, 1981) was an American businessman and political leader. Born in Indianapolis, Indiana , to Elbert L. Pauley and the former Ellen Van Petten, he attended Occidental College , in northeast Los Angeles , during 1919 and 1920 before transferring to the University of California, Berkeley , where he
1178-428: Is to own stock of other companies to form a corporate group . In some jurisdictions around the world, holding companies are called parent companies , which, besides holding stock in other companies, can conduct trade and other business activities themselves. Holding companies reduce risk for the shareholders , and can permit the ownership and control of a number of different companies. The New York Times uses
1240-692: The Allied Reparations Committee from 1945 to 1947. With the rank of ambassador, as well as industrial and commercial advisor to the Potsdam Conference , his chief task was to renegotiate the reparations agreements formulated at the Yalta Conference (many of which affected eventual C.I.A. director Allen Dulles 's former clients). When Truman tried to appoint him Under Secretary of the Navy in 1946, Secretary of
1302-480: The Companies Act 2006 at section 1159. It defines a holding company as a company that holds a majority of the voting rights in another company, or is a member of another company and has the right to appoint or remove a majority of its board of directors, or is a member of another company and controls alone, pursuant to an agreement with other members, a majority of the voting rights in that company. After
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#17327766380941364-776: The Democratic National Committee . In 1940, he served as a member of the Interstate Oil and Compact Commission . He was a friend and confidante of U.S. Senator Harry S. Truman , and through Truman's influence, President Franklin D. Roosevelt appointed Pauley as petroleum coordinator of Lend-Lease supplies for the Soviet Union and the United Kingdom in 1941. He was Treasurer of the 1944 Democratic National Convention . As president, Truman appointed him United States representative to
1426-632: The financial crisis of 2007–2008 , many U.S. investment banks converted to holding companies. According to the Federal Financial Institutions Examination Council 's website, JPMorgan Chase , Bank of America , Citigroup , Wells Fargo , and Goldman Sachs were the five largest bank holding companies in the finance sector, as of December 2013 , based on total assets. The Public Utility Holding Company Act of 1935 caused many energy companies to divest their subsidiary businesses. Between 1938 and 1958
1488-466: The seven largest U.S. oil producers included wells 40 miles (64 km) north of Isabela , Cuba, near the island Cay Sal . In 1959 Bush bought control of Zapata Off-Shore, funded with $ 800,000, splitting Zapata Corporation into two independent companies with the Liedtkes still in control of Zapata Petroleum. Bush moved his offices and family that year from Midland, Texas to Houston for access to
1550-453: The "zap.com" name. In July 1998, Zapata announced its plans to acquire several web sites, including ChatPlanet, TravelPage and DailyStocks.com. The company's stock boomed and crashed along with other dot-coms , and on January 24, 2001 the company conducted a 1 for 10 reverse stock split . The venture was cited by many investment journalists as an example of a company jumping on the internet bandwagon without any relevant experience. This period
1612-560: The 1970s, under chairman and CEO William Flynn, Zapata expanded its business to include subsidiaries in dredging, construction, coal mining, copper mining and fishing. By the late 1970s, saddled with weak operations, high debt and low return on investment, the company again began undergoing changes in management and direction. Led by John Mackin, who succeeded William Flynn, the company began selling off some of those businesses and refocused on offshore oil and gas exploration and production. In 1982, chief operating officer Ronald Lassiter assumed
1674-745: The Caribbean through the Houston Ship Channel. But although Zapata Offshore had only a few drilling rigs, Bush set up operations also in the Gulf of Mexico, the Persian Gulf, Trinidad, Borneo, and Medellín, Colombia, and the Kuwait Shell Petroleum Development Company was among the company's clients. In 1960, Jorge Díaz Serrano of Mexico was put in touch with Bush by Dresser Industries . Dresser
1736-420: The FBI being a secret police" (referring to a 1959 entry exam question.) He told Grapp he had "no use for [UC President] Kerr" and had accused Kerr of being a "communist or a communist follower". Pauley explained that the 24-member Board of Regents was divided and that his faction wanted "strong positive action taken immediately to clean up the mess." The problem, he said, was that so far he'd been unable to muster
1798-591: The Interior Harold L. Ickes resigned in protest, claiming that while Pauley was treasurer of the Democratic National Committee , he had suggested to Ickes that $ 300,000 ($ 5.19 million in 2024 dollars ) in campaign funds could be raised if the Interior Department would drop its fight against the State of California for ownership of oil-rich offshore lands. Ickes's resignation scuttled
1860-455: The United Kingdom, is generally held that an organisation holding a 'controlling stake' in a company (a holding of over 51% of the stock) is in effect the de facto parent company of the firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, the held company is seen to have ceased to operate as an independent entity but to have become
1922-467: The University, and provided funds for the building of a new library and laboratory buildings for the institute. Built on a living coral reef, the institute is now one of the world's premier locations for the study of marine biology. The Pauley Pavilion at the University of California, Los Angeles , is named in the honor of his philanthropy and service as a regent. Pauley donated almost one-fifth of
HRG Group - Misplaced Pages Continue
1984-582: The Zapata Corporation to Philip Falcone's Harbinger Capital in 2009, and the company's name was changed to Harbinger Group Inc. with the ticker symbol HRG on the NYSE . In 2010–2011, Harbinger Capital Partners LLC transferred its 54.4% interest in Spectrum Brands to Harbinger Group Inc. giving the company controlling interest in that company. Also in 2011 Harbinger Group Inc. acquired
2046-499: The allegedly wrongful activity of their foreign subsidiaries means that the corporate veil is no longer a silver bullet to the heart of a plaintiff's case." The parent subsidiary company relationship is defined by Part 1, Section 5, Subsection 1 of the Companies Act, which states: 5.—(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if — In
2108-465: The appointment, and Pauley worked behind the scenes thereafter. By successive appointments from several California governors, Pauley served as a University of California Regent from 1940 to 1972. As a regent, he was staunchly opposed to the creation of the University of California, San Diego . By the 1960s, Pauley came to support Ronald Reagan , and was by far the Board of Regents' harshest critic of UC Berkeley student protesters. In 1965, Pauley
2170-509: The area for several days until debris was located. After evidence was submitted to Lloyd's of London for the loss, they paid Zapata for the claim. In 1966, William Stamps Farish III , age 28, joined the board of Zapata. Zapata sought to acquire a controlling interest in the United Fruit Company in 1969, but was outbid by Eli M. Black 's AMK Corp. Robert Gow's father, Ralph Gow, was on United Fruit's board of directors. In
2232-466: The budding Free Speech Movement and anti-war sit-ins, including using tax-evasion and "any other available" charges in which the FBI agreed to assist. "This has been done in the past, and has worked quite successfully", Hoover noted. (This information was not made public until 2002, after a fifteen-year legal battle with the FBI that went all the way to the US Supreme Court, as a result of
2294-408: The company announced it was merging with Spectrum Brands , which it was a controlling shareholder of. The merger was completed on July 13. Official website Holding company A holding company is a company whose primary business is holding a controlling interest in the securities of other companies. A holding company usually does not produce goods or services itself. Its purpose
2356-491: The completed rig did not function, followed by an additional $ 550,000 together with 38,000 shares of Zapata Off-Shore common stock when it did. The U.S. government began to auction off mineral rights to the Caribbean, the Gulf of Mexico , and islands off the Central American coast in 1954, and in the late 1950s and early 1960, Zapata Off-Shore concentrated its business in these areas. In 1958, drilling contracts with
2418-507: The first oil-drilling jackup rig ever built), Vinegaroon (from 1957), Sidewinder, and (in the Persian Gulf ) Nola III. In 1963, Zapata Petroleum merged with South Penn Oil to become Pennzoil . By 1964, Zapata Off-Shore had a number of subsidiaries, including: Seacat-Zapata Offshore Company (Persian Gulf), Zapata de Mexico, Zapata International Corporation, Zapata Mining Corporation, Zavala Oil Company, Zapata Overseas Corporation, and
2480-602: The five million dollars needed to construct the Pauley Pavilion, which since 1965 has served as home stadium for the basketball and volleyball teams of UCLA . A smaller dedication to Pauley exists at his alma mater , the University of California, Berkeley : the Pauley Ballroom, which can seat up to 1,000 people in the Martin Luther King Jr. Student Union . Edwin W. Pauley at Find
2542-408: The insurance company Old Mutual U.S. Life Holdings, Inc. from Old Mutual . In December 2013, Salus Capital (a unit of Harbinger Group) and Cerberus Capital Management issued a quarter-billion dollars in financing to struggling retailer RadioShack Corporation. Among the terms of this deal were restrictions which prevented RadioShack from closing more than 200 of its 4275 company-owned retail stores
HRG Group - Misplaced Pages Continue
2604-523: The island for the use of his family—his wife Bobbi, his son, Stephen M. Pauley and daughter, Susie Pauley and eventually their families. After Pauley's death in 1981, his widow Bobbi Pauley established the Edwin W. Pauley Foundation to continue their philanthropic work. In 1995, the Pauley family presented the University of Hawai`i with a gift of the private portion of the c. 24-acre (97,000 m ) island to
2666-571: The number of holding companies declined from 216 to 18. An energy law passed in 2005 removed the 1935 requirements, and has led to mergers and holding company formation among power marketing and power brokering companies. In US broadcasting , many major media conglomerates have purchased smaller broadcasters outright, but have not changed the broadcast licenses to reflect this, resulting in stations that are (for example) still licensed to Jacor and Citicasters , effectively making them such as subsidiary companies of their owner iHeartMedia . This
2728-432: The oil drilling company proposed selling its entire fleet of offshore drilling rigs to focus solely on fishing. The company had not had a profitable quarter in more than five years. In 1990, Zapata Offshore sold 12 of its drilling rigs to Arethusa Offshore, which a few years later merged with Diamond Offshore . Still struggling with debt by 1993, Zapata signed a deal with Norex America to raise more than $ 100 million through
2790-517: The role of CEO, and presided over a decade of loss-making brought on by the collapse of oil prices. In 1982, Zapata Off-shore became Zapata Corporation. Its stock performed poorly. By 1986, Zapata was one of the bad loans that shook the foundations of San Francisco-based Bank of America , with a debt of more than $ 500 million and a fiscal year loss of $ 250 million. The company announced several restructurings during those years and managed to stave off bankruptcy, but continued to incur major losses. In 1990
2852-540: The stock of Company B, Company A will not pay taxes on dividends paid by Company B to its stockholders, as the payment of dividends from B to A is essentially transferring cash within a single enterprise. Any other shareholders of Company B will pay the usual taxes on dividends, as they are legitimate and ordinary dividends to these shareholders. Sometimes, a company intended to be a pure holding company identifies itself as such by adding "Holding" or "Holdings" to its name. The parent company–subsidiary company relationship
2914-511: The term parent holding company . Holding companies can be subsidiaries in a tiered structure . Holding companies are also created to hold assets such as intellectual property or trade secrets , that are protected from the operating company. That creates a smaller risk when it comes to litigation . In the United States, 80% of stock, in voting and value, must be owned before tax consolidation benefits such as tax-free dividends can be claimed. That is, if Company A owns 80% or more of
2976-502: The university reports on professors it was considering hiring. He said he wanted to restore the procedure—which the FBI had code-named the Responsibilities Program —and offered to pay someone to check FBI files. After Pauley promised not to reveal that the FBI was his source, Grapp gave him a report on UC Berkeley immunology professor Leon Wofsy that summarized news stories from 1945 to 1956, noting that Wofsy had been
3038-485: The university. Pauley confided to Grapp that two alumni were taking things into their own hands. They had recruited athletes to "beat up the demonstrators" and hired a barber to "forcibly 'shear' the students who need it". Grapp continued to slip Pauley anonymous memos about students and faculty—at least two dozen more—that he could use in persuading the regents to fire Kerr. But in October, a frustrated Pauley told Grapp he
3100-455: The votes to fire Kerr. He blamed the impasse on three "ultra-liberal" regents who staunchly backed Kerr. Governor Pat Brown ( D ) had named to the board: William Coblentz (Brown's former special counsel); William M. Roth (member of the ACLU executive committee); and Elinor Raas Heller (member of the Democratic National Committee ). Pauley told Grapp that in the 1950s the FBI secretly gave
3162-560: The year before Pauley.) At that meeting, McCone told Hoover that Pauley was very upset about the "situation at Berkeley", and was "anxious to get a line on any persons who are communists or have communist associations, either on the faculty or in the student body." As soon as McCone left his office, Hoover phoned Los Angeles FBI chief Wesley Grapp , and ordered him to give Pauley anonymous memos on regents, faculty members, and students who were "causing trouble at Berkeley". Hoover admonished Grapp, "It must be impressed upon Mr. Pauley that this data
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#17327766380943224-436: The years 1960–1966 are missing. The commission's records officer stated that the records were inadvertently placed in a session file to be destroyed by a federal warehouse, and that a total of 1,000 boxes were pulped in this procedure. The destruction of records occurred either in October 1983 (according to the records officer), or in 1981 shortly after Bush became Vice President of the United States (according to, Wison Carpenter,
3286-490: Was "dedicated to the destruction of disruptive elements on college campuses." After his retirement from the University of California system, Pauley concentrated on his many philanthropic interests and business concerns. He was particularly interested in promoting the use of his Coconut Island in Kāne'ohe Bay , Oahu , Hawaii by the University of Hawaii at Manoa and its Hawaiʻi Institute of Marine Biology . He kept about half of
3348-439: Was a "landman" skilled in scouting oil fields and obtaining drilling rights cheaply. Bush and Thomas J. Devine were oil-wildcatting associates. Their joint activities culminated in the establishment of Zapata Oil. The company was named for Viva Zapata! , a 1952 biographical film starring Marlon Brando as Mexican revolutionary Emiliano Zapata . The initial $ 1 million (equivalent to $ 11,400,000 in 2023) investment for Zapata
3410-569: Was a member of Phi Kappa Psi fraternity, earning a Bachelor of Science in 1922 and a Master of Science the following year. Pauley made his fortune running oil companies from the mid-1920s onward. He founded the Petrol Corp . in 1923. Pauley was president of Fortuna Petroleum by 1933. In 1947 he bought Coconut Island in Hawaii , as a private retreat. Several of his deals involved Zapata Corporation , run by George H. W. Bush , including
3472-464: Was formed as a subsidiary of Zapata Oil, with Bush as president of the new company. He raised some startup money from Eugene Meyer , publisher of the Washington Post , and his son-in-law, Philip Graham . Zapata Off-Shore accepted an offer from an inventor, R. G. LeTourneau , for the development of a mobile but secure drilling rig. Zapata advanced him $ 400,000, which was to be refundable if
3534-443: Was given confidential information on Coblentz, Roth and Heller. Pauley, Grapp reported to Hoover, was "most appreciative" of the information on his opponents. As Pauley saw it, according to Grapp's report, UC would remain in turmoil "as long as the current officials were in power at the university." That fall, thousands of students joined the escalating protests. To Pauley and the FBI, it was further proof that Kerr had lost control of
3596-436: Was named CEO and president of Zapata. De facto headquarters moved from Houston to Rochester, New York. It no longer engaged in exploration, but owned several natural gas service companies. It also produced protein products from the menhaden fish. In subsequent years Zapata sold its energy-related businesses and focused on marine protein. Between 1998 and 2000, Zapata tried to position itself as an internet media company under
3658-414: Was owned by Prescott Bush 's Yale friends Roland and W. Averell Harriman , and had been George H.W. Bush's first employer upon his graduation from Yale , giving him his start in both the oil business and the defense contractor business. Serrano and Bush created a new company, Perforaciones Marinas del Golfo, aka Permargo, in conjunction with Edwin Pauley of Pan American Petroleum , with whom Zapata had
3720-470: Was provided by the Liedtke brothers and their circle of investors, by Bush's father Prescott Bush and his maternal grandfather George Herbert Walker , and their family's circle of friends . Hugh Liedtke was named president, Bush was vice president; Overbey soon left. According to a CIA internal memo dated November 29, 1975, Zapata Petroleum began in 1953 through Bush's joint efforts with Thomas J. Devine,
3782-409: Was serving as a regent at the University of California, when anti-Vietnam war campus protests began to grow . At Pauley's request, CIA Director John McCone met with FBI Director J. Edgar Hoover on January 28 and Hoover agreed to leak to Pauley information about UC System President Clark Kerr . (See memo regarding McCone's request to meet with Hoover. McCone graduated from UC Berkeley in 1922,
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#17327766380943844-477: Was still "two votes short to fire Clark Kerr". Kerr would remain in charge of the university, it seemed, as long as Brown remained governor. When Ronald Reagan was elected California's governor in 1966, after campaigning against "campus malcontents and filthy speech advocates" at Berkeley, one of his first moves was to fire Kerr. Reagan's Legal Affairs Secretary, Herbert Ellingwood, met with FBI agent Cartha "Deke" DeLoach at FBI Headquarters, and noted that Reagan
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