<PAGE>
Proponent's Statement in Support of Proposal
Messrs. Glotzer and Gilbert have made the following statement in
support of this proposal:
"REASONS: A law enacted in California provides that
all state pension holdings, as well as state college
funds, invested in shares must be voted in favor of
cumulative voting proposals, showing increasing
recognition of the importance of this democratic means
of electing directors.
"Also, the National Bank Act has provided for
cumulative voting. Unfortunately, in so many cases
companies get around it by forming holding companies
without cumulative voting. Thus, with so many banking
failures the result is that tax payers have to make up
the losses. Banking authorities have the right to
question the capability of directors to be on banking
boards. Unfortunately, in so many cases authorities
come in after and say the director or directors were
not qualified. So there is no reason why this could
not be done for corporations under the SEC and banking
authorities.
"It has increasingly been recognized that fair and
equitable distribution of voting power is best secured
when all the stockholders have the right of cumulative
voting. This is the purpose of cumulative voting, in
our opinion, it protects everyone.
"Because of the normal need to find new directors and
the need for directors on the compensation committee,
we think cumulative voting is the answer. In addition,
some recommendations have been made to carry out the
Valdez 10 points. In our opinion, the 11th should be
to have cumulative voting and to end the stagger system
of electing directors.
"Alaska took away cumulative voting, over our
objections, when it became a state. Perhaps, if the
citizens had insisted on proper representation the
disastrous Valdez oil spill might have been prevented
if environmental directors were elected through
cumulative voting.
"Many successful corporations have cumulative voting.
For example, Pennzoil having cumulative voting defeated
Texaco in that famous case. Another example, in spite
of still having a stagger system of electing directors,
Ingersoll-Rand, which has cumulative voting, won two
awards. In FORTUNE magazine it was ranked second as
'America's Most Admired Corporations' and the WALL
STREET TRANSCRIPT noted 'on almost any criteria used to
evaluate management, Ingersoll-Rand excels.' We
believe Zapata should follow this example.
If you agree, please mark your proxy for this
resolution; otherwise it is automatically cast against
it, unless you have marked to abstain."
Comment by Management
The Board of Directors believes that directors should be
chosen for their capacity and willingness to represent all
stockholders, and that the present system of voting for directors
provides
26
|