Item 2. Changes in Securities.
Pursuant to the Second Amended and Restated Master Restructuring
Agreement (the "Norex Agreement") dated as of April 16, 1993 between Zapata
Corporation (the "Company") and Norex Drilling Ltd. ("Norex"), the Company was
subject to certain restrictions, including restrictions on the payment of
In December 1993, the Company prepaid $68.5 million of the 13% senior
indebtedness under the Norex Agreement, along with accrued interest and a
prepayment premium of $3.5 million to Norex. In connection with this
prepayment, the Norex Agreement was amended to remove or lessen various
restrictions on the Company. The Company will no longer be required to maintain
any financial ratios and will no longer be subject to limitations on its ability
to incur additional indebtedness or contingent obligations, to make capital
expenditures, to pay dividends or to enter into merger or consolidation
transactions, to liquidate, wind up or dissolve or to make investments or loans.
In addition, the Company will no longer be subject to limitations on the
creation of liens or the sale of assets, except in connection with Energy
Industries and certain related subsidiaries. The Company will remain subject to
a covenant in the Norex Agreement which requires it to maintain a consolidated
tangible net worth of at least $100 million.
As part of the refinancing pursuant to the Norex Agreement, the Company
issued shares of its $1 Cumulative Exchangeable Preference Stock ("$1 Preference
Stock"). So long as any $1 Preference Stock remained outstanding, no dividend
could be declared or paid upon or set apart for the Company's Common Stock on
any other class of stock or series thereof ranking junior to the $1 Preference
Stock in payment of dividends.
In August 1993, Norex exchanged all of its $1 Preference Stock for $17.5
million aggregate principal amount of 8.5% unsecured exchangeable notes,
maturing in 1996. Pursuant to the Certificate of Designations of the $1
Preference Stock, any shares of $1 Preference Stock which has been acquired by
the Company through redemption or otherwise shall assume the status of
authorized but unissued preference stock and shall not be reissued as shares of
the $1 Preference Stock.
Item 6. Exhibits and Reports on Form 8-K
4(a)* - Second Amendment to Second Amended and Restated Master
Restructuring Agreement, dated as of December 17, 1993 between
Zapata and Norex Drilling, Ltd. (Exhibit 4(c) to Zapata's Annual
Report on From 10-K for the fiscal year ended September 30, 1993
(File No. 1-4219))