Malcolm I. Glazer, age 65, has been a director since 1993. Mr. Glazer has been a
self-employed, private investor whose diversified portfolio consists of
investments in television broadcasting, restaurants, food services equipment,
health care, banking, real estate, stocks and corporate bonds, for more than the
past five years. He is also a director and chairman of the board of
Gilbert/Robinson Restaurants, Inc. Malcolm I. Glazer is the father of Avram A.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During fiscal 1993, the Board of Directors held fourteen (14) meetings. The
Board of Directors has established an Audit Committee, Compensation Committee,
Nominating Committee and an Executive Committee to oversee specific matters
affecting the Company.
The Audit Committee, currently composed of Messrs. Daniel Whitty
(Chairman), Malcolm Glazer, Kristian Siem and Jack Trotter, held two (2)
meetings in fiscal 1993. The Audit Committee meets with the Company's
independent accountants to review the Company's accounting policies, internal
controls and other accounting and auditing matters; makes recommendations to the
Board as to the engagement of independent accountants; and reviews the letter of
engagement and statement of fees relating to the scope of the annual audit and
special audit work which may be recommended or required by the independent
The Compensation Committee, currently composed of Messrs. Peter Holt,
Malcolm Glazer, Kristian Siem and Daniel Whitty, held three (3) meetings during
fiscal 1993. The functions performed by the Compensation Committee include:
reviewing the Company's executive salary and bonus structure; reviewing Zapata's
stock option plans (and making grants thereunder); recommending directors' fees;
setting bonus goals; and approving salary and bonus awards to key executives.
The Nominating Committee, currently composed of Messrs. Peter Holt
(Chairman), Malcolm Glazer, Kristian Siem and Jack Trotter, held one (1) meeting
during fiscal 1993. The functions performed by the Nominating Committee include:
selecting candidates to fill vacancies on the Board of Directors; reviewing the
structure and composition of the Board; and considering qualifications requisite
for continuing Board service. The Nominating Committee will consider candidates
recommended by a stockholder of the Company. Any such recommendation should be
provided to the Corporate Secretary of the Company. In January 1994, the Board
of Directors amended the By-laws of the Company to eliminate those provisions
which require certain advance notice to the Board of Directors for nominations
by a stockholder.
The Executive Committee, currently composed of Messrs. Kristian Siem
(Chairman), R.C. Lassiter, Malcolm Glazer, Avram Glazer and Peter Holt, held one
(1) meeting in fiscal 1993. The Executive Committee reviews and develops
strategies and policies of the Company and recommends changes thereto.
Avram A. Glazer is the alternate for Malcolm I. Glazer on the Audit,
Compensation and Nominating Committees.
During the fiscal year ended September 30, 1993 each director attended at
least 75% of the aggregate number of meetings of the Corporation's Board of
Directors and respective Committees on which he served.