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[Preliminary Copy]
PROXY
ZAPATA
CORPORATION
P.O. BOX 4240
HOUSTON, TX 77210
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R.C. Lassiter, Thomas H. Bowersox and
Marvin J. Migura and each of them, attorneys and agents with full power of
substitution to vote as proxy all the shares of Common Stock, $6 Cumulative
Preferred Stock and $2 Noncumulative Convertible Preference Stock of Zapata
Corporation held of record by the undersigned on March 23, 1994 at the 1994
Annual Meeting of Stockholders of Zapata Corporation to be held on April 27,
1994 and at any adjournments thereof, in the manner indicated on the reverse
hereof and in their discretion on such other matters as may properly come before
said meeting or any adjournments thereof.
If you wish to vote in accordance with the recommendations of the Board of
Directors, you may just sign and date below and mail in the postage paid
envelope provided. Specific choices may be made on the reverse side.
Dated __________________, 1994
___________________________________________
Signature
___________________________________________
Signature if held jointly
When signing as Executor, Administrator, Trustee
or the like, please give full title.
PROXY (CONTINUED)
This proxy will be voted as directed, or if no direction is indicated, will be
voted FOR Item 1 all nominees listed below for election as directors, FOR Item
2, FOR Item 3, and AGAINST Item 4. The Board of Directors recommends a vote
FOR Items 1, 2 and 3 and recommends a vote AGAINST Item 4.
(1) Election of Directors FOR ALL [_] WITHHOLD AUTHORITY TO VOTE FOR [_]
(except as
specified below)
Term Ending 1997:
Peter M. Holt
Kristian Siem
Instructions: To withhold vote for individual(s) write name(s) below.
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(2) Reverse Stock Split FOR [_] AGAINST [_] ABSTAIN [_]
(3) Ratification of
appointment of independent
public accountants for 1994 FOR [_] AGAINST [_] ABSTAIN [_]
(4) Stockholder proposal for
cumulative voting FOR [_] AGAINST [_] ABSTAIN [_]
(Sign and date on reverse side)
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