Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form PRE 14A on 03/04/1994
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Company against the S&P 500 Index and the Peer Group. At the beginning of 1991,
the Company successfully completed the last major component of its comprehensive
restructuring which included the sale of its drilling rig fleet, the
restructuring of $560 million of senior debt and the repurchase of $52 million
of publicly held subordinated debentures. This restructuring was formally
completed on January 10, 1991. In the period since this restructuring, the
Company's management has initiated a strategy to refocus operations into the
natural gas services sector of the energy market. The data points for the graph
below are computed using the same method as in the Five Year Cumulative Total
Return graph above, with the exception that the first comparison period only
covers nine months as opposed to one year.

       Comparison of Cumulative Total Return for the Period 12/31/90
                               through 09/30/93
          Among the Company, S&P 500 Index and the Peer Group(1)

                              [Insert Graph]


                   December 31,                     September 30, 
                   ------------                     -------------
                       1990                1991          1992         1993
                       ----                ----          ----         ----
<S>                    <C>                 <C>           <C>          <C> 
Zapata Corporation      100                 163           200          200
S&P 500 Index           100                 120           134          151
Peer Group              100                  75            51           77

(1)  Assumes that the value of the investment in Common Stock, the S&P 500 Index
     and the Peer Group was $100 on December 31, 1990 and that all dividends
     were reinvested.

                                  REVERSE STOCK SPLIT

     The Board of Directors has approved the Reverse Stock Split and directed
that it be submitted to the Company's stockholders for consideration and action.
If approved by the stockholders, the Reverse Stock Split may be effected, as
described below.

     The intent of the Reverse Stock Split is to increase the marketability and
liquidity of the Common Stock. If the Reverse Stock Split is approved by the
stockholders of the Company at the Annual Meeting of Stockholders, the Reverse
Stock Split will be effected only upon a determination by the Board of Directors
that the Reverse Stock Split is in the best interests of the Company and its
stockholders. Although the Company's Board of Directors believes as of the date
of this Proxy Statement that the one-for-five Reverse Stock Split is advisable,
the Reverse Stock Split may be abandoned by the Board of Directors at any time
before, during or after the Annual Meeting of Stockholders and prior to filing
an Amended and Restated Certificate of Incorporation (the


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