Harbinger Group Inc.
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SEC Filings

POS AM
HRG GROUP, INC. filed this Form POS AM on 02/22/1994
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new series of such stock with such rights and preferences as are provided in the
Certificate of Incorporation or, to the extent not stated therein, adopted by
resolution of the Board of Directors.  If any such Preferred Stock were issued,
it would rank senior to the Common Stock and the Preference Stock with respect
to dividends and liquidation rights and would rank on a parity with each other
share of Preferred Stock.     
    
          No dividends may be declared or paid or set apart for payment for the
Preferred Stock of any series unless at the same time a dividend in like
proportion to the accrued and unpaid dividends upon the Preferred Stock of each
other series is declared or paid or set apart for payment, as the case may be,
on Preferred Stock of each other series then outstanding.  So long as any shares
of Preferred Stock are outstanding, Zapata may not pay or declare any dividends,
whether in cash, stock or otherwise, or make any distribution on the Common
Stock or any other class of stock ranking junior to the Preferred Stock in
respect of dividends or distribution of assets upon liquidation, or purchase or
retire or otherwise acquire for a consideration any shares of stock ranking
junior to the Preferred Stock in respect of dividends or assets, unless all
dividends on the Preferred Stock of all series for all past quarterly dividend
periods shall have been paid or declared and a sum sufficient for the payment
thereof set apart, and the full dividends thereon for the then current quarterly
dividend period shall have been paid or declared.     
    
          In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of Zapata, holders of Preferred Stock are entitled
to receive the liquidation price established for such stock, plus an amount
equal to any dividends accrued and unpaid to the payment date, before any
distribution is made to the holders of Preference Stock, Common Stock or any
other class of stock or series thereof ranking junior to the outstanding
Preferred Stock with respect to the payment of dividends or distribution of
assets.  The holders of all series of Preferred Stock are entitled to share
ratably, in accordance with the respective amounts payable thereon, in any such
distribution which is not sufficient to pay in full the aggregate of the amounts
payable thereon.     
    
          The holders of Preferred Stock are entitled to one vote per share,
voting with the holders of any other class of stock entitled to vote, without
regard to class, on all matters to be voted on by the stockholders of Zapata,
including the election of directors.  The holders of Preferred Stock have
special voting rights with respect to certain matters affecting the powers,
preferences and privileges of the Preferred Stock of each respective 
series.     
    
$6 Preferred Stock     
    
          The Company has issued its $6 Preferred Stock, which ranks on a parity
with each other share of Preferred Stock, irrespective of series, and senior to
all Preference Stock and Common Stock.  As of the date of this Prospectus,
44,943 shares of $6 Preferred Stock are outstanding.  The holders of the $6
Preferred Stock are entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available therefor, cumulative preferential
dividends at the rate of $9.00 per annum, payable quarterly on January 1, April
1, July 1 and October 1 of each year.  All accumulated dividend arrearages have
been paid with respect to the $6 Preferred Stock.  In the event of voluntary or
involuntary liquidation, dissolution or winding up of Zapata, the holders of the
$6 Preferred Stock are entitled to receive the liquidation price of $100 per
share, plus an amount equal to any dividends accrued and unpaid to the payment
date, before any distribution is made to the holders of Preference Stock, Common
Stock or any other class of stock or series thereof ranking junior to the
outstanding Preferred Stock with respect to the payment of dividends or
distribution of assets.  Zapata may, at its option, redeem the $6 Preferred
Stock in whole or in part at any time or from time to time at a price of $100
per share, plus dividends accrued and unpaid to the date of redemption.  Any
redemption of fewer than all of the outstanding shares of $6 Preferred Stock
will be pro rata.  No more than 22,500 shares of $6 Preferred Stock may be
redeemed in any one calendar year.  The $6 Preferred Stock has no conversion
rights.     
    
PREFERENCE STOCK     
    
          The Preference Stock may be issued in one or more series, consisting
of  (i) $2 Preference Stock, (ii) $100 Preference Stock and (iii) such other
series as may be established and designated from time to time by the Board of
Directors.  The rights and preferences of the $2 Preference Stock and the $100
Preference Stock are fixed and determined by the Certificate of Incorporation.
The Board of Directors is authorized to establish and designate any unissued
shares of Preference Stock as additional shares of any existing series of such
stock or as a new series of such stock with such voting, dividend, redemption,
conversion, liquidation and other provisions as are provided in the     

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