<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZAPATA CORPORATION
(Name of Issuer)
Common Stock, par value $0.25 per share
989070R17
(CUSIP Number)
Claiborne B. Gregory, Jr., Esq.
Gresham, Davis, Gregory, Worthy & Moore
A Professional Corporation
112 East Pecan Street, Suite 900
San Antonio, Texas 78205
(210) 226-4157
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
May 16, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ]
Check the following box if a fee is being paid with
the statement [ ]
Page 1 of 7 Pages
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CUSIP NO. 989070R17 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter M. Holt
S.S. No. 451-80-6094
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7 7,572,146* *Not adjusted for 1:5 reverse
NUMBER OF stock split approved by Zapata
shareholders on April 27, 1994
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 4,602,875*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 7,572,146*
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 4,602,875*
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 13,175,021*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13 8.3
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TYPE OF REPORTING PERSON
14 IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.25 per share (the
"Common Stock"), of Zapata Corporation ("Zapata"), a Delaware corporation whose
principal offices are located at 1 Riverway, 777 S. Post Oak Lane, Suite 2200,
Houston, Texas 77056. With respect to the disclosures herein, no adjustment has
been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of
Shareholders held on April 27, 1994.
Item 2. Identity and Background.
This statement is being filed by Peter M. Holt ("Mr. Holt") whose business
address is S.W.W. White at Holt Avenue, San Antonio, Texas 78222. Mr. Holt has
been a director of Zapata since November 1993. Since July 1984 Mr. Holt has
served as the chief executive officer of Energy Industries Inc., which was
acquired by Zapata in November 1993. Mr. Holt is also the chief executive
officer of certain other companies, including Caterpillar equipment dealership
and companies engaged in used machinery sales, aircraft sales and real estate
investments, positions he has held with each such entity for more than the past
five years. In addition, Mr. Holt is a director of Billy Blues Food Corporation,
an advisory director of Texas Commerce Bank-San Antonio and chairman of the
board of DUECO, an international used equipment cooperative. During the past
five years, Mr. Holt has not been a party to a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has he been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where
the result of such proceeding was a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violations with respect to such laws.
Mr. Holt is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On November 9, 1993, pursuant to a Merger, Purchase and Sale Agreement
Zapata purchased the natural gas compression business of Energy for an aggregate
of $67,227,631.00 in cash and 13,500,000 shares of Common Stock. Mr. Holt
received, among other remuneration, the shares of Common Stock detailed in
Item 5.
This transaction was described in Zapata's Registration Statement on Form
S-1, Registration No. 33-68034, declared effective on November 9, 1993. All
documents applicable to such transaction were filed as part of that Registration
Statement.
The source of funds for the post-Merger, Purchase and Sale Agreement
transactions involving Mr. Holt was his personal funds, substantially all of
which were received pursuant to the Merger,
Page 3 of 7 Pages
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Purchase and Sale Agreement. The source of funds for the post-Merger, Purchase
and Sales Agreement transactions involving Benjamin D. Holt, Jr. was his
personal funds, substantially all of which were received pursuant to the Merger,
Purchase and Sale Agreement.
Item 4. Purpose of Transaction.
As previously reported, Mr. Holt acquired the Common Stock pursuant to the
Merger, Purchase and Sale Agreement for investment purposes. All shares of
Common Stock acquired after November 9, 1993 also have been acquired for
investment purposes. Mr. Holt may, from time to time, acquire additional
securities of Zapata through open market or privately negotiated transactions
depending on existing market conditions and other conditions which he may deem
relevant. Mr. Holt will review his investment in Zapata on a continuing basis
and, depending upon the price and availability of such securities, subsequent
developments affecting Zapata, Zapata's business and prospects, other investment
and business opportunities available to Mr. Holt, general stock market and
economic conditions, tax considerations and other factors deemed relevant, he
may decide to increase or decrease the size of his investment in Zapata.
Other than as stated, Mr. Holt has no present plans or proposals which
relate to or would result in any of the matters listed in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Mr. Holt beneficially owns 13,175,021 shares of the Common Stock, which
(based on 158,302,958 shares of Common Stock outstanding on March 23, 1994)
represents 8.3% of the outstanding shares in that class of securities. The
nature of these holdings is as follows:
<TABLE>
<CAPTION>
SHARES ACQUIRED
NOVEMBER 9, 1993
NAME OF PURSUANT TO THE SHARES ACQUIRED
PERSON MERGER, PURCHASE POST-NOVEMBER 9, TOTAL
OR ENTITY AND SALE AGREEMENT 1993 SHARES(1)
- --------- ------------------ ---------------- ---------
<S> <C> <C> <C>
Peter H. Holt, 4,809,843 300,000(2) 5,109,843
individually
Peter Holt 140,164 0 140,164
H-R Trust
S Stock GST 1,102,389 0 1,102,389
Trust for
Peter H. Holt
</TABLE>
Page 4 of 7 Pages
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<TABLE>
<S> <C> <C> <C>
Holt Corporate 1,037,910 0 1,037,910
Stock Marital
Trust--1985
Holt Corporate 1,004,429 0 1,004,429
Stock Life Trust--
1985
Peter H. Holt 0 579,800(3) 579,800
Grantor Trust
Benjamin D. Holt,
Jr.-- 3,200,486 1,000,000(4) 4,200,486
by Oral Proxy ----------
13,175,021
</TABLE>
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(1) No adjustment has been made for a 1:5 reverse stock split approved at
Zapata's Annual Meeting of Shareholders held on April 27, 1994.
(2) Acquired by private purchase from the S Stock GST Trust for Ann Holt on May
1, 1994 at a price of $1.25 per share. The indicated shares are held in a
joint account in the name of Peter M. Holt and his spouse.
(3) Acquired in open market purchases in December 1993-January 1994.
(4) Acquired by private purchase 800,000 shares from the S Stock GST Trust for
Benjamin D. Holt III on May 16, 1994, and 200,000 shares from the S Stock
GST Trust for Ann Holt on May 16, 1994 at a price of $1.25 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Shares of Common Stock acquired by Mr. Holt pursuant to the Merger,
Purchase and Sale Agreement were included in Zapata's Registration Statement on
Form S-1, Registration No. 33-68034, declared effective November 9, 1993, and
pursuant thereto such Common Stock may be offered for sale by Mr. Holt from time
to time.
Mr. Holt and certain of the selling shareholders under the Merger,
Purchase and Sale Agreement have entered into a Continuity of Interest Agreement
pursuant to which they will agree, for tax purposes, that they will effect only
limited sales of the Common Stock for a period of one year from the date of such
Agreement.
Page 5 of 7 Pages
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At present, there is an oral understanding between Mr. Holt and Benjamin
D. Holt, Jr., Mr. Holt's father, to the effect that Mr. Holt will have a proxy
from Mr. Holt, Jr. for purposes of voting shares of the Common Stock owned by
him.
Other than the contracts, agreements and transactions described in this
Schedule 13D, there are no contracts, arrangements, understandings or
relationships with respect to any securities of Zapata which involve Mr. Holt.
Item 7. Material to be Filed as Exhibits.
1. Continuity of Interest Agreement executed effective November 9, 1993,
among Peter M. Holt, Jr., Benjamin D. Holt, Jr. et al.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Peter M. Holt
------------------------------------
Peter M. Holt
DATED: June 8, 1994
Page 7 of 7 Pages
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CONTINUITY OF INTEREST AGREEMENT
The undersigned shareholder(s) ("Controlling Shareholders") of Industries,
Inc., a corporation ("EI"), hereby enter into this Agreement for the purposes
hereinafter set forth.
Witnesseth:
WHEREAS, Zapata Corporation, a Delaware corporation ("Parent"), Zapata
Energy Industries, Inc., a Delaware corporation ("Sub"), Controlling
Shareholders and EI, among others, have entered into a Merger, Purchase and Sale
Agreement dated as of August 5, 1993, as amended November 4, 1993 (as so amended
the "Merger, Purchase and Sale Agreement");
WHEREAS, pursuant to the Merger, Purchase and Sale Agreement and in
accordance with the applicable provisions of the statutes of the States of Texas
and Delaware, EI will merge (the "Merger") with and into Sub and, pursuant to
the Merger, (a) all shares of common stock of EI ("EI Common Stock") owned by EI
or held in the treasury of EI, shall be canceled and shall cease to exist from
and after the Effective Time (as the term "Effective Time" is defined in Section
2.6(c) of the Merger, Purchase and Sale Agreement); and (b) each remaining
issued and outstanding share of EI Common Stock shall be converted into, and
become exchangeable for the number of shares of validly issued, fully paid and
nonassessable
common stock, without par value, of Parent ("Parent Common Stock")
equal to the ratio set forth in Section 2.6(f)(ii)(a) of the Merger, Purchase
and Sale Agreement, and for cash equal to the ratio set forth in Section
2.6(f)(ii)(b) of the Merger, Purchase and Sale Agreement;
WHEREAS, the Parent, Sub, the Controlling Shareholders and EI are willing
to consummate the Merger only if such transaction will qualify as a tax free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code");
NOW, THEREFORE, the controlling shareholders agree as follows:
1. Each of the Controlling Shareholders represents and warrants that he
has, and as of the Effective Time will have, no present plan, intention or
arrangement to sell, transfer or otherwise dispose of a number of shares of
Parent Common Stock to be received in the Merger that would reduce former EI
shareholders' ownership of Parent Common Stock to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the value of all
of the issued and outstanding capital stock of EI immediately prior to the
Effective Time. For purposes of this Agreement, shares of EI stock exchanged for
cash or other property, surrendered by dissenters, or exchanged for
<PAGE>
cash in lieu of fractional shares of Parent Common Stock will be treated as
outstanding EI stock on the date of the Merger. Moreover, shares of EI stock and
shares of Parent Common Stock held by EI shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to the Effective Time of the Merger
will be so considered for purposes of this Agreement.
2. The Controlling Shareholders represent that as of the date hereof each
owns shares of EI Common Stock in the amounts set forth on Exhibit "A" hereto.
3. Each of the Controlling Shareholders agree that prior to the Effective
Time of the Merger, he will not sell, transfer or otherwise dispose of any EI
Common Stock.
4. Subject to the terms of the Escrow Agreement, dated November 9, 1993,
between Parent, the Controlling Shareholders and Texas Commerce Bank--Houston,
each of the Controlling Shareholders agree that, for a period of one year after
the Effective Time of the Merger (the "Post-Merger Continuity Period") and
except for such a transaction by and among the Controlling Shareholders only, he
will not sell, transfer or otherwise dispose of an aggregate number of shares of
Parent Common Stock having a value, as of the date of the Merger, of more than
50 percent of the value of all of the issued and outstanding capital stock of EI
immediately prior to the Effective Time. For purposes of this Agreement, shares
of EI stock exchanged for cash or other property, surrendered by dissenters, or
exchanged for cash in lieu of fractional shares of Parent Common Stock will be
treated as outstanding EI stock on the date of the transaction. Moreover, shares
of EI stock and shares of Parent Common Stock held by EI shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the Effective
Time of the Merger will be considered for purposes of this Agreement. Nothing in
this Agreement shall prohibit either of the Controlling Shareholders from
pledging any or all of the Parent Common Stock received by him pursuant to the
Merger, Purchase and Sale Agreement as collateral to secure bona fide
indebtedness of such Controlling Shareholder to a financial institution,
provided that such institution agrees to be subject to restrictions on the sale,
transfer or disposal of any such stock which are similar to those set forth
herein, provided, however, that no such restrictions shall apply to the
institution's ability to seize and dispose of the collateral in the event of
default.
5. This Agreement shall be binding upon and shall be enforceable against
the successors of the Controlling Shareholders.
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6. This Agreement shall not be modified, amended, altered or supplemented
except by a written agreement executed by all of the parties hereto. In the
event of a termination of the Merger, Purchase and Sale Agreement pursuant to
the terms of Article VII thereof, or in the event that the Merger is otherwise
not consummated on or before December 1, 1993, this Agreement shall also
terminate.
7. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same document. This Agreement constitutes the entire
agreement among the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Continuity of
Interest Agreement to be duly executed this 18th day of November, 1993 to be
effective for all purposes as of November 9, 1993.
-----------------------------------
Peter M. Holt
-----------------------------------
Benjamin D. Holt, Jr.
PETER HOLT H-R TRUST
By: _______________________________
Peter M. Holt
Trustee
S STOCK GST TRUST FOR
PETER M. HOLT
By: _______________________________
Peter M. Holt
Trustee
By: _______________________________
Benjamin D. Holt, Jr.
Trustee
-3-
<PAGE>
HOLT CORPORATE STOCK LIFE
TRUST--1985
By: _______________________________
Peter M. Holt
Trustee
HOLT CORPORATE STOCK MARITAL
TRUST--1985
By: _______________________________
Peter M. Holt
Trustee
-4-
<PAGE>
Exhibit "A"
ALLOCATION OF ZAPATA SHARES
Energy Industries Shareholders
<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
<S> <C>
Peter Holt 4,809,844
Peter Holt H-R Trust 140,164
S Stock GST Trust for
Peter M. Holt 1,102,389
Benjamin D. Holt, Jr. 3,200,486
Holt Corporate Stock Life
Trust--1985 1,004,429
Holt Corporate Stock Marital
Trust--1985 1,037,910
S Stock GST Trust for
Benjamin D. Holt III 1,102,389
S Stock GST Trust for
Anne Holt 1,102,389
----------
13,500,000
</TABLE>
(3179)
