Harbinger Group Inc. – ‘SC TO-C’ on 11/13/02 re: Harbinger Group Inc.

On:  Wednesday, 11/13/02, at 5:10pm ET   ·   Accession #:  950123-2-10766   ·   File #:  5-07499

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Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Zapata Corporation                                     4     18K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 SCHEDULE TO
(Rule 14d-100)

 Tender Offer Statement under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934

ZAPATA CORPORATION
------------------
(Name of Subject Company (Issuer))

ZAPATA CORPORATION
------------------
 (Name of Filing Person (Offeror))

 COMMON STOCK, $0.01 PAR VALUE PER SHARE
 ---------------------------------------
(Title of Class of Securities)

989070602000
------------
 (CUSIP Number of Class of Securities)

 Leonard DiSalvo
Vice President - Finance and Chief Financial Officer
Zapata Corporation
100 Meridian Centre, Suite 350
 Rochester, New York 14618
(585) 242-2000
--------------------------------------------------------------- 
(Name, address, and telephone number of person
 authorized to receive notices and communications on
behalf of filing person)

Copies to:

 Gordon E. Forth, Esq.
 Woods Oviatt Gilman LLP
 700 Crossroads Building
Two State Street
 Rochester, New York 14614
 Tel. (585) 987-2800

CALCULATION OF FILING FEE*

    Transaction valuation                    Amount of filing fee*
    ---------------------                    ---------------------

N/A                                      N/A              

* Pursuant to General Instruction D to Schedule TO, no filing fee is required   
for pre-commencement communications.                                            

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[ ]      Check the box if any part of the fee is offset as provided by Rule     
      0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.   

Amount previously paid:  N/A                Filing Party:  N/A
Form or Registration No.:  N/A              Date Filed:  N/A  

[X]      Check the box if the filing relates solely to preliminary              
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

[ ]      third-party tender offer subject to Rule 14d-1.                        

[X]      issuer tender offer subject to Rule 13e-4.                             

[ ]      going-private transaction subject to Rule 13e-3.                       

[ ]      amendment to Schedule 13D under Rule 13d-2.                            

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]                                                        

       This Tender Offer Statement on Schedule TO relates to the preliminary
communications and the pre-commencement communications of an offer by Zapata    
Corporation, a Nevada corporation ("Zapata"), to purchase up to 500,000 shares  
of common stock, par value $.01 per share, or such lesser number of shares as is
properly tendered and no properly withdrawn, at a price of $___ per share, net  
to the seller in cash, without interest, as set forth in the press release      
attached as Exhibit 99(a)(5). This Schedule TO is intended to satisfy the       
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of    
1934, as amended.                                                               

Zapata has not commenced the offer that is referred to in this
communication. Upon commencement of such offer, Zapata will file with the       
Securities and Exchange Commission a Schedule TO and related exhibits, including
the Offer to Purchase, the Letter of Transmittal and other related documents.   
Stockholders are strongly encouraged to read the Schedule TO and related        
exhibits, including the Offer to Purchase, the Letter of Transmittal and other  
related documents, when these become available because they will contain        
important information about the offer. The Schedule TO and related exhibits will
be available without charge at the Securities and Exchange Commission web site  
at www.sec.gov and will be delivered without charge to all stockholders of      
Zapata.                                                                         

ITEM 12.  EXHIBITS.                                                             

(a)(5)   Press Release, dated November 13, 2002.              

   Pursuant to General Instruction D to Schedule TO, no signature is
required for the filing of pre-commencement communications.                     

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                                                                  EXHIBIT (a)(5)

ZAPATA CORPORATION ANNOUNCES INTENTION TO COMMENCE
  $28 PER SHARE CASH SELF-TENDER
OFFER FOR UP TO 500,000 SHARES

Rochester, N.Y., November 13, 2002 - Zapata Corporation (NYSE:ZAP) today        
announced that its Board of Directors has authorized Zapata to make a cash      
self-tender offer for up to 500,000 shares of its common stock, which represents
approximately 21% of its outstanding common stock. The tender offer price is    
$28 per share, which represents a 20.7% premium to the $23.20 closing price per 
share on November 12, 2002, the last trading day prior to the date of this      
release. In connection with the tender offer, the Board terminated a previously 
approved 500,000 share open market stock repurchase program under which no      
shares had yet been purchased. Simultaneously, in a separate announcement, the  
Company announced its consolidated financial results for the three months and   
nine months ended September 30, 2002.                                           

The tender offer is expected to commence on or about November 18, 2002 and to   
expire, unless extended, at 5:00 p.m., New York City time, on or about December 
13, 2002. The tender offer will not be subject to financing or a minimum number 
of shares being tendered. However, the tender offer will be subject to certain  
other conditions to be described in the definitive tender offer materials which 
will be mailed to stockholders of record and will also be made available for    
distribution to beneficial owners of Zapata's common stock. Zapata expects to   
fund the tender offer with its available cash and cash equivalents, which       
totaled approximately $31.7 million at September 30, 2002 on an unconsolidated  
basis.                                                                          

If 500,000 shares are tendered and accepted, the total purchase price paid by   
the Company will be approximately $14.2 million, including estimated expenses.  
If more than 500,000 shares are tendered, shares tendered by odd lot holders    
will, at the Company's elections, be accepted first and the remaining tendered  
shares will be accepted on a pro rata basis by the Company, subject to          
conditional tenders.                                                            

Zapata has been informed that none of its directors or executive officers nor   
the Company's principal stockholder, the Malcolm I. Glazer Family Limited       
Partnership, which owns approximately 46.5% of Zapata's outstanding common      
stock, intends to participate in the tender offer. In connection with the tender
offer, the Glazer partnership and Malcolm Glazer, who controls the partnership, 
have confirmed that they do not intend or contemplate causing Zapata to engage  
in a "going private" transaction and if that intent changes, any such           
transaction will be subject to an existing shareholders agreement with the      
Company which requires prior approval of a special committee of disinterested   
directors and the committee's receipt of an opinion from an independent         
investment banking firm that the transaction is fair from a financial point of  
view to Zapata's public stockholders.                                           

The Board of Directors of Zapata has approved the tender offer but makes no     
recommendation to stockholders as to whether to tender or refrain from tendering
their shares. Each stockholder must make the decision whether to tender shares  
and, if so, how many shares to tender.                                          

The tender offer described in this announcement has not yet commenced. Upon     
commencement, the Company will file with the Securities and Exchange Commission 
a Tender Offer Statement on Schedule TO (including an Offer to Purchase, a      
Letter of Transmittal and other related offer documents). Stockholders of the   
Company are strongly advised to read the Tender Offer Statement and other       
related documents when they become available because they will contain important
information about the tender offer. The Tender Offer Statement and related      
documents will be available without charge on our website at www.zapatacorp.com 
and will be delivered to all eligible stockholders of the Company. Stockholders 
may obtain further information by calling American Stock Transfer & Trust       
Company, the Information Agents for the tender offer, at (800) 937-5449. The    
Company strongly advises stockholders to consult their own tax and financial    
advisors before making any decisions about the tender offer.                    

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About Zapata Corporation                                                        

Zapata Corporation is a holding company which currently operates in the food    
segment through its majority owned subsidiary, Omega Protein Corporation, which 
is the nation's largest marine protein company. In addition, Zapata holds       
approximately 98% of the outstanding stock of Zap.Com Corporation (OTCBB:       
"ZPCM"), which is currently a public shell company.                             

Statements in this release which are not historical facts are "forward looking" 
statements and "safe harbor statements" under the Private Securities Litigation 
Reform Act of 1995 that involve risks and/or uncertainties such as: the market  
price for our common stock; the timing, completion or tax status of the tender  
offer; strategic decisions of management, including, but not limited to, any    
related to Omega Protein and future acquisitions; unanticipated cash            
requirements; and others as described in the Company's Annual Report on Form    
10-K for the year ended December 31, 2001.                                      

Contact:     American Stock Transfer & Trust Company                            
(800) 937-5449                                        

Zapata Corporation                                    
Leonard DiSalvo, CFO                                  
(585) 242-8703                                        
www.zapatacorp.com                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
		12/13/02		3
		11/18/02		3
Filed on:		11/13/02		2		3			10-Q
		11/12/02		3
		9/30/02		3					10-Q
		12/31/01		4					10-K
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