Harbinger Group Inc.
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SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 04/05/2002
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<PAGE>
 

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The following table indicates the number of shares of Common Stock owned
beneficially as of March 28, 2002 by (1) each person known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock (2) each
director, (3) the Named Officers and (4) all directors and Named Officers as a
group. Except to the extent indicated in the footnotes to the following table,
each of the persons or entities listed therein has sole voting and investment
power with respect to the shares which are deemed beneficially owned by such
person or entity.
 

<Table>
<Caption>
 
                                                                AMOUNT OF SHARES
                                                                BENEFICIALLY OWNED
                                                              -----------------------
NAME AND ADDRESS                                                            PERCENT
OF BENEFICIAL OWNER                                            SHARES     OF CLASS(1)
-------------------                                           ---------   -----------
<S>                                                           <C>         <C>
Malcolm I. Glazer(2)(3).....................................  1,146,438      47.3%
Fidelity Management & Research Company(4)...................    173,800       7.3%
Dimensional Fund Advisors Inc(5)............................    125,230       5.2%
Avram A. Glazer(3)..........................................     19,159         *
Robert V. Leffler, Jr.(3)...................................        667         *
Warren H. Gfeller(3)........................................      2,000         *
Bryan G. Glazer(3)..........................................     14,959         *
Edward S. Glazer(3).........................................     13,459         *
Darcie S. Glazer(3).........................................     13,459         *
Leonard DiSalvo.............................................      1,500         *
All directors and Named Officers of the Company as a group
  (7 persons)(2)............................................  1,211,641      49.0%
</Table>

 
---------------
 *  Represents beneficial ownership of less than 1.0%.
 
(1) The calculation for this column is based upon the number of shares of Common
    Stock issued and outstanding on March 28, 2002, plus the number of shares of
    Common Stock deemed outstanding pursuant to SEC Rule 13d-3(d)(1). Shares of
    Company Common Stock subject to options exercisable within 60 days of
    January 15, 2002 are deemed outstanding for purposes of computing the
    percentage of the person holding such option but are not deemed outstanding
    for computing the percentage of any other person.
 
(2) 1,111,938 of the shares reported are held in the name of The Malcolm I.
    Glazer Family Limited Partnership, 270 Commerce Drive, Rochester, New York
    14623, in which Malcolm Glazer controls the sole general partner.
 
(3) Presently reported ownership includes 34,500, 15,459, 667, 2,000, 13,459,
    13,459, 13,459 and 1,500 shares issuable under options exercisable within 60
    days of January 15, 2002 held by Messrs. M. Glazer, A. Glazer, Leffler,
    Gfeller, B. Glazer, E. Glazer, D. Glazer and DiSalvo, respectively.
 
(4) Based solely on a Schedule 13G, dated February 14, 2002, Fidelity Management
    & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
    02109, is the beneficial owner of 173,800 shares. Fidelity is an investment
    adviser registered under Section 203 of the Investment Advisers Act of 1940
    and acts as investment advisor to various investment companies acting under
    Section 8 of the Investment Company Act of 1940. FMR Corp., Edward C.
    Johnson 3d, through their control of Fidelity and the funds, each has sole
    power to dispose of these shares. Neither has sole power to vote or direct
    the voting of the shares.
 
(5) Based solely on a Schedule 13G, dated January 30, 2002, Dimensional Fund
    Advisors 1299 Ocean Avenue, 11th Floor, Santa Monica, California, is record
    holder of 125,230 shares. Dimensional Fund Advisors is an investment adviser
    registered under Section 203 of the Investment Advisers Act of 1940,
    furnishes investment advice to four investment companies registered under
    the Investment Company Act of 1940, and serves as investment manager to
    certain other commingled group trusts and separate accounts. In its role as
    investment adviser or manager, Dimensional possesses voting and/or
    investment power over the shares owned.
 
                                       A-12

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