Harbinger Group Inc. – ‘S-4/A’ on 8/15/96 – EX-99.1

As of:  Thursday, 8/15/96   ·   Accession #:  950129-96-1944   ·   File #:  333-06729

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment # 1 to Form S-4 for Zapata                 408   2.15M 
 2: EX-5.2      Opinion of Richards, Layton & Finger                  11     49K 
 3: EX-23.1     Consent of Arthur Andersen                             1      6K 
 4: EX-23.2     Consent of Coopers & Lybrand                           2     11K 
 5: EX-23.3     Consent of Deloite & Touche                            1      7K 
 6: EX-23.5     Consent of Richards, Layton & Finger                   1      7K 
 7: EX-23.6     Consent of Warren H. Gfeller                           1      7K 
 8: EX-23.7     Consent of Frederick R. Hipp                           1      7K 
 9: EX-99.1     Form of Zapata Proxy                                   2±    12K 
10: EX-99.2     Form of Houlihan's Proxy                               2±     9K 
11: EX-99.3     Form of Election                                       9     47K 

EX-99.1   —   Form of Zapata Proxy

EX-99.1
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PROXY 

                                                        [Enlarge/Download Table]
                                                                                                                                    
                 ZAPATA                               THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                   
                 CORPORATION            The undersigned hereby appoints Joseph L. von Rosenberg III, Robert A. Gardiner,            
                 P.O. BOX 4240          Sharon M. Brunner and each of them, attorneys and agents with full power of                 
                 HOUSTON, TX 77210      substitution, to vote as proxy all the shares of Common Stock and $2 Noncumulative          
                                        Convertible Preference Stock of Zapata Corporation held of record by the undersigned        
                                        on August 19, 1996 at the 1996 Annual Meeting of Stockholders of Zapata Corporation to      
                                        be held on September 27, 1996 and at any adjournment or postponement thereof, in the        
                                        manner indicated on the reverse hereof and in their discretion on such other matters        
                                        as may properly come before said meeting or any adjournments thereof.                       

If you wish to vote in accordance with the recommendations of the Board of Directors, you may just sign and date below              
and mail in the postage paid envelope provided.  Specific choices may be made on the reverse side.                                  

                                                   Dated ___________________________________, 1996                                  

                                                   _____________________________________________________________________            
                                                   Signature                                                                        

                                                   _____________________________________________________________________            
                                                   Signature if held jointly                                                        

                                                   When signing as Executor, Administrator, Trustee or the like, please             
                                                   give full title.                                                                 

                                                    PROXY (CONTINUED)                                                               

This proxy will be voted as directed, or if no direction is indicated, will be voted FOR Proposal 1, FOR Proposal 2 -               
all nominees listed below for election as directors, FOR Proposal 3, and AGAINST Proposal 4.  The Board of Directors                
recommends a vote FOR Proposals 1, 2 and 3, and recommends a vote AGAINST Proposal 4.                                               

(1) Approval of the issuance of shares of Zapata       FOR   [ ]     AGAINST   [ ]     ABSTAIN   [ ]                                
    Common Stock pursuant to the Agreement and                                                                                      
    Plan of Merger dated as of June 4, 1996, as                                                                                     
    amended and restated as of August 15, 1996,                                                                                     
    among Zapata Corporation, Zapata Acquisition                                                                                    
    Corp. and Houlihan's Restaurant Group, Inc.                                                                                     

(2) Election of Directors         FOR ALL   [ ]    WITHHOLD AUTHORITY TO VOTE FOR  [ ]                                              
                                  (except as specified below)                                                                       

                                  Term Ending 1999:                                                                                 
                                  Malcolm I. Glazer                                                                                 
                                  R. C. Lassiter                                                                                    

Instructions:  To withhold vote for individual(s) write name(s) below.                                                              

------------------------------------------------------------------------------------------------------------------------------------

(3) Approval of the 1996 Long-Term Incentive           FOR   [ ]     AGAINST   [ ]     ABSTAIN   [ ]                                
    Plan                                                                                                                            
(4) Stockholder proposal for cumulative voting         FOR   [ ]     AGAINST   [ ]     ABSTAIN   [ ]                                

                                                                                     (Sign and date on reverse side)                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
		9/27/96
		8/19/96
Filed on:		8/15/96
		6/4/96		8-K
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