<PAGE>
 
 COMPARISON OF CUMULATIVE TOTAL RETURN FOR THE PERIOD 12/31/90 THROUGH 09/30/93
             AMONG THE COMPANY, S&P 500 INDEX AND THE PEER GROUP(1)

<TABLE> 
<CAPTION> 
                             12/90 (9 MOS)  9/91     9/92     9/93
- --------------------------------------------------------------------------------
<S>                           <C>           <C>      <C>      <C> 
Zapata Corp.                  $100          $163     $200     $200
S&P 500                       $100          $120     $134     $151
Peer Group                    $100           $75      $51      $77
- --------------------------------------------------------------------------------
</TABLE>

 

(1)  Assumes that the value of the investment in Common Stock, the S&P 500 Index
     and the Peer Group was $100 on December 31, 1990 and that all dividends
     were reinvested.

                              REVERSE STOCK SPLIT

     The Board of Directors has approved the Reverse Stock Split and directed
that it be submitted to the Company's stockholders for consideration and action.
If approved by the stockholders, the Reverse Stock Split may be effected, as
described below.

     The intent of the Reverse Stock Split is to increase the marketability and
liquidity of the Common Stock.  If the Reverse Stock Split is approved by the
stockholders of the Company at the Annual Meeting of Stockholders, the Reverse
Stock Split will be effected unless there is a subsequent determination by the
Board of Directors that the Reverse Stock Split is not in the best interests of
the Company and its stockholders.  Although the Company's Board of Directors
believes as of the date of this Proxy Statement that the one-for-five Reverse
Stock Split is advisable, the Reverse Stock Split may be abandoned by the Board
of Directors at any time before, during or after the Annual Meeting of
Stockholders and prior to filing the proposed amendment, as set forth in Exhibit
A to this Proxy Statement, to the Company's Restated Certificate of
Incorporation (as currently amended, the "Restated Certificate") with the
Secretary of State of the State of Delaware.

PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT

     Consummation of the Reverse Stock Split will not alter the number of
authorized shares of Common Stock, which will remain 165,000,000 shares.
Proportionate voting rights and other rights of stockholders will not be altered
by the Reverse Stock Split.

                                       16