<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 13.5 million shares of Zapata
common stock based on an assigned value of $1.16 per share which approximated
the average trading price prior to closing of the 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.

     Zapata has not completed the appraisals and evaluations necessary for the
final purchase price allocation related to the Energy Industries Acquisition;
accordingly, the assets and liabilities included in the accompanying financial
statements related to Energy Industries are presented using management's best
estimate and are subject to adjustment upon receiving necessary information.

     The following assets and liabilities were acquired in connection with the
Energy Industries Acquisition effective November 1, 1993 (in millions):

<TABLE>
          <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 three months ended
December 31, 1993 and December 31, 1992 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>
                           Three Months Ended
                              December 31,
                             1993      1992
                           ---------  -------
<S>                        <C>        <C>
   Revenues                  $86,242  $87,355
   Income before taxes        27,194    3,580
   Net income                 17,600    2,730
   Net income per share         0.11     0.02
</TABLE>

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