Harbinger Group Inc.
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SEC Filings

PRE 14A
HRG GROUP, INC. filed this Form PRE 14A on 03/04/1994
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     The par value of the Common Stock will remain at $0.25 per
share following the Reverse Stock Split, and the number of shares
of Common Stock outstanding will be reduced.  As a consequence,
the aggregate par value of the outstanding Common Stock will be
reduced, while the aggregate capital in excess of par value
attributable to the outstanding Common Stock for statutory and
accounting purposes will be correspondingly increased.  However,
under Delaware law, the Board of Directors of the Company will
have the authority, subject to certain limitations, to transfer
some or all of such increased capital in excess of par value from
capital to reinvested earnings, which could be distributed to
stockholders as dividends or used by the Company to repurchase
outstanding stock.  Subject to the effectiveness of the Reverse
Stock Split by the stockholders, the Board of Directors of the
Company has approved a new dividend policy in which dividends of
$0.035 per quarter ($0.14 per year), will be paid on each share
of the Company's Common Stock, after adjustment pursuant to the
Reverse Stock Split.

     The number of holders of the Common Stock on the Record Date
was ____.  The Company does not anticipate that the Reverse Stock
Split would result in a significant reduction in the number of
such holders, and does not currently anticipate that the Reverse
Stock Split would result in a reduction in the number of holders
large enough to jeopardize continued listing of the Common Stock
on the New York Stock Exchange.

     The conversion ratios of any shares of the Company's $2
Preference Stock and $100 Convertible Preference Stock ("$100
Preference Stock") shall be correspondingly adjusted upon
consummation of the Reverse Stock Split pursuant to the Restated
Certificate of Incorporation, as amended, and the Certificate of
Designations of the $100 Preference Stock ("Certificate of
Designations").  Pursuant to the terms of the Company's Amended
and Restated 1981 Stock Incentive Plan, 1990 Stock Option Plan
and Special Incentive Plan, the total number of shares reserved
for grants and all options granted under these plans shall be
proportionately reduced in number.  The cash consideration
payable per share upon exercise of the options pursuant to these
plans shall be proportionately increased.

Reservation of Common Stock for Conversion of $100 Preference
Stock

     Pursuant to the Norex Agreement between the Company and
Norex Drilling, the Company is obligated to use its best efforts
to obtain the approval of the stockholders of the Company at the
Company's Annual Meeting of Stockholders in 1994 of an increase
in the authorized number of shares of the Company's Common Stock. 
These additional authorized shares would allow for the
reservation of shares of Common Stock to be issued upon the
conversion of the $100 Preference Stock into Common Stock
pursuant to the terms of the Certificate of Designations.  If the
Reverse Stock Split is approved, the Company will have enough
excess authorized shares to reserve Common Stock for issuance
pursuant to this conversion and fulfill its obligation under the
Norex Agreement.  

     Under the Norex Agreement, Norex Drilling may convert up to
$15 million of the aggregate principal amount of the Senior
Convertible Note, payable by the Company to Norex Drilling, into
150,000 shares of $100 Preference Stock.  If the Reverse Stock
Split is approved and in accordance with the Certificate of
Designations, each share of the $100 Preference Stock shall be
convertible into 20 shares of Common Stock.  The conversion of
the $100 Preference Stock into Common Stock shall occur
automatically upon the issuance or transfer to a person or entity
which is not controlling, controlled by or under common control
with Norex America.

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