Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
          RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

          Subject to stockholder ratification, the Board of Directors has
appointed Coopers & Lybrand L.L.P. to serve as the Company's independent public
accountants for the fiscal year ending September 30, 1995. Representatives of
Coopers & Lybrand L.L.P. are expected to be present at the meeting and will have
the opportunity to make a statement if they desire to do so and to respond to
appropriate questions.

Vote Required

          The affirmative vote of a majority of the total number of shares of
Common Stock and $2 Preference Stock present in person or represented by proxy
at the meeting is required to approve the ratification of Coopers & Lybrand
L.L.P. as the Company's independent public accountants.

          The Board of Directors recommends a vote FOR ratification of the
selection of Coopers & Lybrand L.L.P. as the Company's independent public
accountants for the fiscal year ending September 30, 1995.

                   STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING

          Martin Glotzer, who resides at 7061 North Kedzie Avenue #301, Chicago,
Illinois 60645, is the owner of 2,000 shares, and John J. Gilbert, who resides
at 29 East 64th Street, New York, New York 10021-7043, is the owner of 203
shares and co-trustee with Margaret R. Gilbert under the will of Caston J.
Gilbert for 40 shares, and both representing an additional family interest of
1,600 shares of the Company's Common Stock.  These stockholders  have advised
the Company that it is their intention to present the following resolution for
consideration and action by stockholders at the 1995 Annual Meeting of
Stockholders:

     "RESOLVED:  That the stockholders of Zapata Corporation, assembled in
     annual meeting in person and by proxy, hereby request the Board of
     Directors to take the steps necessary to provide for cumulative voting in
     the election of directors, which means each stockholder shall be entitled
     to as many votes as shall equal the number of shares he or she owns
     multiplied by the number of directors to be elected, and he or she may cast
     all of such votes for a single candidate, or any two or more of them as he
     or she may see fit."

Proponent's Statement in Support of Proposal

Ms. Gilbert and Messrs. Glotzer and Gilbert have made the following statement in
support of this proposal:

     "REASONS:  Support along the lines we suggest were shown at the last annual
     meeting, when 6.7%, __________ [left blank by proponents] owners of
     7,077,149 shares, were cast in favor of this proposal.  The vote against
     included __________ [left blank by proponents] unmarked proxies.

     "A law enacted in California provides that all state pension holding and
     state college funds invested in shares must be voted in favor of cumulative
     voting proposals, showing increasing recognition of the importance of this
     democratic means of electing directors.

     "The National Bank Act provides for cumulative voting.  Unfortunately, in
     many cases companies get around it by forming holding companies without
     cumulative voting.  Banking authorities have the right to question the
     capability of directors to be on banking boards. Unfortunately, in many
     cases authorities come in after and say the director or directors were not
     qualified.  We were delighted to see that the SEC has finally taken action
     to prevent bad

                                       15

 << Previous Page | Next Page >>