Harbinger Group Inc.
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SEC Filings

PRE 14A
HRG GROUP, INC. filed this Form PRE 14A on 09/29/1995
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                         MARKET PRICES OF COMMON STOCK

  The Common Stock is listed on the New York Stock Exchange (the "NYSE").  On
June 29, 1995, the day prior to the first public announcement by the Company of
the proposed Energy Industries Sale, the closing sales price of Common Stock on
the NYSE was approximately $2.625 per share, and the high and low prices of the
Common Stock for such day were approximately $2.875 per share and $2.625 per
share, respectively.

                            INDEPENDENT ACCOUNTANTS

  Representatives of Coopers & Lybrand, L.L.P., the Company's independent
accountants, will be present at the Special Meeting with the opportunity to make
a statement if they desire and to respond to appropriate questions of
stockholders.

                                 OTHER MATTERS

  The Board of Directors does not intend to bring any other matter before the
Special Meeting and is not informed of any other business which others may bring
before the meeting.  However, if any other matters should properly come before
the meeting, or any adjournment thereof, it is the intention of the persons
named in the accompanying Proxy to vote on such matters as they, in their
discretion, may determine.

  Stockholders are entitled to submit proposals in a timely manner for inclusion
in the Company's proxy statement and the form of proxy at an annual meeting of
stockholders on matters appropriate for stockholder action consistent with the
regulations of the Securities and Exchange Commission.  As noted in the
Company's proxy statement relating to the 1995 Annual Meeting of Stockholders,
in order to be so included for the 1996 Annual Meeting, stockholder proposals
must be received by the Company not later than January 15, 1996 and otherwise
comply with the requirements applicable thereto.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents previously filed by the Company (File No. 1-4219) with
the Securities and Exchange Commission are incorporated herein by reference:

  (1) The Company's Annual Report on Form 10-K for the year ended September 30,
     1994;

  (2) The Company's Annual Report on Form 10-K/A for the year ended September
     30, 1994;

  (3) The Company's Quarterly Report on Form 10-Q for the quarter ended December
     31, 1994;

  (4) The Company's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1995;

  (5) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
     1995;

  (6) The Company's Current Report on Form 8-K reporting event of March 1, 1995;

  (7) The Company's Current Report on Form 8-K reporting event of March 31,
     1995;

  (8) The Company's Current Report on Form 8-K reporting event of April 13, 
     1995; and

  (9) The Company's Current Report on Form 8-K reporting event of May 30, 1995.

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date of
the Special Meeting to which this Proxy Statement relates are deemed to be
incorporated herein by reference, and shall be deemed a part hereof from the
date of filing of such documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Proxy Statement, shall be
deemed to be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed to
constitute a part of this Proxy Statement, except as so modified or superseded.

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