<PAGE>
effective date of the Reverse Stock Split. The number of authorized shares of
the Company's Common Stock shall remain at 165,000,000 and the par value of the
Common Stock shall remain at $0.25 per share.
Stockholder Proposal on Cumulative Voting
-----------------------------------------
<TABLE>
<CAPTION>
Broker
For Against Abstained Non-Vote
--- ------- --------- --------
<S> <C> <C> <C>
7,077,149 95,917,885 17,744,511 23,967,454
</TABLE>
Mr. Martin Glotzer, a shareholder of the Company, presented the stockholder
proposal to be voted on at the 1994 Annual Meeting in which he requested that
the stockholders of the Company amend the Company's Restated Certificate of
Incorporation, as amended, to provide for cumulative voting on the election of
directors of the Company.
Ratification of the Appointment of Coopers & Lybrand
----------------------------------------------------
as Independent Public Accountants
---------------------------------
<TABLE>
<CAPTION>
Broker
For Against Abstained Non-Vote
--- ------- --------- --------
<S> <C> <C> <C>
142,523,121 441,038 1,713,800 29,040
</TABLE>
Subject to stockholder approval, the Board of Directors of the Company
appointed Coopers & Lybrand to serve as the Company's independent public
accountant for the fiscal year ending September 30, 1994.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits:
Exhibit 10(a) - Consulting Agreement between Ronald C. Lassiter
and Zapata Corporation dated as of July 15, 1994.
(b) Reports on Form 8-K:
Current report on Form 8-K dated April 27, 1994 (Item 5. Other
Events).
19
