<PAGE>
On June 7, 1994, Zapata announced that it would redeem one-half of the
approximately 45,000 outstanding shares of the Company's $6 Cumulative Preferred
Stock (Preferred Stock). The Preferred Stock was redeemed at $100 a share. The
Company presently intends to redeem the balance of its outstanding Preferred
Stock in 1995. Under terms of the Preferred Stock, Zapata can redeem a maximum
of 22,500 shares of such stock in a calendar year.
Note 2. Acquisition
- - --------------------
In November 1993, Zapata purchased the natural gas compression business of
Energy Industries, Inc. and certain other affiliated companies ("Energy
Industries"), as well as certain real estate used by the business. Energy
Industries is in the business of renting, fabricating, selling, installing and
servicing natural gas compressor packages. Total consideration paid for the
purchase of Energy Industries and certain real estate, and for a related
noncompetition agreement (collectively, the "Energy Industries Acquisition") was
$90.2 million consisting of $74.5 million and 2.7 million shares of Zapata
common stock based on an assigned value of $5.80 per share which approximated
the average trading price prior to closing of the acquisition (number of shares
and per share value have been adjusted to reflect May 1994 one-for-five reverse
stock split). Additionally, the Company incurred approximately $2.0 million in
fees associated with the Energy Industries Acquisition. The purchase price
reflects a downward adjustment of $700,000 based on an adjustment to the net
working capital of Energy Industries as of October 31, 1993. The cash portion of
the purchase price was funded by the proceeds which Zapata received from the
June 1993 sale of 3.5 million shares of Tidewater common stock in an
underwritten public offering. Zapata accounted for the acquisition using the
purchase method of accounting and recorded $20.0 million of goodwill in
connection therewith. The goodwill is being amortized over 40 years.
The following assets and liabilities were acquired in connection with the
Energy Industries Acquisition effective November 1, 1993 (in millions):
<TABLE>
<CAPTION>
<S> <C>
Cash $ 3.5
Receivables 9.3
Inventory 15.6
-----
28.4
Goodwill & other assets 20.4
Property & equipment, net 49.6
-----
$98.4
=====
Current Liabilities $ 5.8
Long-term debt .2
-----
$ 6.0
=====
</TABLE>
The following pro forma information for Zapata for the nine months ended June
30, 1994 and June 30, 1993 includes the historical results of Zapata, adjusted
for the results of Energy Industries as if the Energy Industries Acquisition had
been consummated on October 1, 1992 (unaudited) (in thousands, except per share
amounts).
9
