Harbinger Group Inc.
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SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 03/28/2002
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<PAGE>
 
predicted, in the opinion of Zapata's management, based upon discussions with
counsel, any losses resulting from these matters will not have a material
adverse effect on Zapata's results of operations, cash flow or financial
position.
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matter was submitted to a vote of Zapata's stockholders during the
fourth quarter of 2001.
 

                                    PART II
 

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS
 
     Zapata's common stock is listed on the New York Stock Exchange. The high
and low sales prices for the common stock, as reported in the consolidated
transactions reporting system, for each quarterly period for the last two fiscal
years, are shown in the following table. The following stock prices reflect the
one-for-ten reverse stock split effective January 30, 2001.
 

<Table>
<Caption>
                                                     FISCAL QUARTER ENDED
                        -------------------------------------------------------------------------------
                        12/31/01   9/30/01   6/30/01   3/31/01   12/31/00   9/30/00   6/30/00   3/31/00
                        --------   -------   -------   -------   --------   -------   -------   -------
<S>                     <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>
High sales price......   $29.80    $22.34    $21.98    $23.75     $30.00    $32.50    $48.13    $69.38
Low sales price.......    17.59     16.50     15.75     15.63      13.13     28.13     30.00     42.50
</Table>

 
     Zapata has not declared any dividends in the last two Fiscal years. The
Company intends to use all or a significant portion of its cash assets in the
acquisition of new operating businesses or for the repurchase of stock as
discussed below. See "Item 1 -- Description of Business -- Business
Acquisitions." In deciding whether to declare dividends, the Company's Board of
Directors will consider the Company's operating results, cash flow, financial
condition, capital requirements, general business condition of its future
operating businesses and such other factors, as the Board deems relevant. The
rights of the holders of common stock to receive dividends or other payments
with respect thereto in the future will be subject to the prior and superior
rights of holders of Zapata's Preferred Stock and Preference Stock then
outstanding.
 
     During 1998, Zapata's Board of Directors approved a stock repurchase
program pursuant to which Zapata may repurchase up to 5.0 million additional
shares of its own outstanding common stock from time to time. The authorized
number of shares for repurchase was reduced to 500,000 shares as a result of the
Company's one-for-ten reverse stock split discussed below. No time limit has
been placed on the duration of the program and no minimum number or value of
shares to be repurchased has been fixed. Subject to applicable securities laws,
shares may be repurchased from time to time in the open market or private
transactions. Purchases are subject to availability of shares at prices deemed
appropriate by Zapata's management and other corporate considerations.
Repurchased shares will be held as treasury shares available for general
corporate purposes. As of the date of this report, Zapata has not made any
repurchases pursuant to this authorization and there can be no assurance that
any such repurchases will be made. Zapata reserves the right to discontinue the
repurchase program at any time.
 
     In January 2001, Zapata's Board of Directors approved a one-for-ten reverse
stock split. Accordingly, share and per share amounts have been retroactively
restated for the reverse split. The reverse stock split was effective as of
January 30, 2001 and as of that date, the Company's authorized capital stock was
reduced to 16.5 million shares of common stock, par value $0.01 per share,
200,000 shares of preferred stock and 1.8 million shares of preference stock.
The preferred and preference shares are undesignated "blank check shares." As a
result of the reverse stock split, the Company's outstanding common stock was
reduced to 2,390,849 on that date.
 
     As of March 18, 2002, there were approximately 4,853 holders of record of
common stock. This number does not include the stockholders for whom shares are
held in a "nominee" or "street" name.
 
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