<PAGE>
 
   
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>

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