<PAGE>
 
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
$90.9 million consisting of $75.2 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 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 purchase price is subject to
an adjustment upward or downward based on the net working capital of Energy
Industries on October 31, 1993.

  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       20.5
         Property & equipment, net     49.5
                                      -----
                                      $98.4
                                      =====
 
         Current Liabilities          $ 5.1
         Long-term debt                  .2
                                      -----
                                      $ 5.3
                                      =====
</TABLE>

  The following pro forma information for Zapata for the six months ended March
31, 1994 and March 31, 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).

<TABLE>
<CAPTION>
                               Six Months Ended
                                   March 31,
                           --------------------------
                             1994              1993
                           ---------         --------
<S>                        <C>               <C>
   Revenues                 $161,442         $170,697
   Income before taxes        30,921            1,410
   Net income                 19,794            1,568
   Net income per share         0.62             0.05
</TABLE>

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