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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directorships if at any time the equivalent of six or more full quarterly
dividends (whether or not consecutive) payable on such stock is in default. 
This right remains vested until dividends on the $2 Preference Stock have been
paid for at least four consecutive quarters since the vesting of such right, at
which time it will terminate, subject to revesting.      
    
          Each share of the $2 Preference Stock is currently convertible into
10.52 shares of Common Stock upon surrender to the Company's transfer agent by
the holder of the certificates representing the shares to be converted with the
form of written request for conversion duly endorsed thereupon.  Zapata is not
required to issue fractional shares in connection with any such conversion but
may make cash payments equal to the market value of such fractional shares.
Subject to the prior rights of the holders of any outstanding Preferred Stock,
Zapata has the right, at its option, to redeem at any time all or part of the
shares of the $2 Preference Stock outstanding, upon payment in cash of $80 per
share.      
    
$100 Preference Stock      
    
          No shares of $100 Preference Stock are outstanding as of the date of
this Prospectus.  A total of $300,000 principal amount of the Senior Convertible
Notes currently are convertible into 3,000 shares of $100 Preference Stock.
Each share of $100 Preference Stock is automatically converted, upon transfer to
a person which is not an affiliate of Norex, into 100 shares of Common Stock,
subject to adjustment upon the occurrence of certain events.  If the
stockholders of Zapata approve an amendment to the Certificate of Incorporation
to be presented at Zapata's 1994 Annual Meeting of Stockholders which would
sufficiently increase the number of Zapata's authorized shares of Common Stock
to permit the conversion of all of the $100 Preference Stock into Common Stock,
an additional $14,700,000 aggregate principal amount of the Senior Convertible
Notes will become convertible into an additional 147,000 shares of $100
Preference Stock.      
    
          The holders of the $100 Preference Stock are entitled to receive,
when, as and if declared by the Board of Directors of Zapata, cumulative cash
dividends payable quarterly on January 1, April 1, July 1 and October 1 of each
year, at the annual rate of $1.00 per share.  Dividends on any shares of $100
Preference Stock are cumulative from the date of original issuance and accrue
whether or not earned or declared.  All dividends are payable in cash.  So long
as any $100 Preference Stock remains outstanding, no dividend may be declared or
paid upon or set apart for any class of stock or series thereof ranking junior
to the $100 Preference Stock in the payment of dividends, nor may any shares of
any class of stock or series thereof ranking junior to the $100 Preference Stock
in payment of dividends be redeemed or purchased by Zapata or any subsidiary
thereof, nor may any moneys be paid to or made available for a sinking fund for
the redemption or purchase of any shares of any class of stock or series thereof
ranking junior to the $100 Preference Stock in payment of dividends, unless in
each instance dividends on all outstanding shares of $100 Preference Stock for
the then current annual dividend period have been paid, or declared and
sufficient funds set aside for the payment thereof.      
    
          No dividend may be declared on any share or shares of any other series
of Preference Stock or of any other class of stock or series thereof ranking on
a parity with the $100 Preference Stock in respect of payment of dividends
unless there has been declared on all shares then outstanding of the $100
Preference Stock, for the same dividend period, or for the dividend period of
the $100 Preference Stock terminating  within the dividend period of such parity
stock, like proportionate dividends, ratably, in proportion to the $100
Preference Stock and such parity stock.  No shares of any other series of
Preference Stock or of any such other class or series ranking on a parity with
the $100 Preference Stock in respect of payment of dividends may be redeemed or
purchased by Zapata or any subsidiary thereof nor may any moneys be paid to or
made available for a sinking fund for any such redemption or purchase unless
dividends at the rate fixed hereby for the $100 Preference Stock for the then
current dividend period have been paid or declared and sufficient funds set
aside for payment thereof.      
    
          In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of Zapata, after payment or provision for payment
of the debts and other liabilities of Zapata and any preferential amounts due to
holders of Preferred Stock, the holders of the $100 Preference Stock are
entitled to receive $100 per share plus accumulated and unpaid dividends
thereon, before any distribution shall be made to the holders of the Common
Stock or any other class of stock or series thereof ranking junior to the $100
Preference Stock with respect to the distribution of assets.      

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