<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
COMMISSION FILE NUMBER: 1-4219
ZAPATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF DELAWARE C-74-1339132
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 940-6100
_________________
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [x] NO[ ].
NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, PAR VALUE
$0.25 PER SHARE, ON FEBRUARY 9, 1996: 29,548,507.
================================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Zapata Corporation
Condensed Consolidated Balance Sheet............ 3
Condensed Consolidated Income Statement......... 4
Condensed Consolidated Statement of Cash Flows.. 5
Notes to Financial Statements................... 6
</TABLE>
2
<PAGE>
ZAPATA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
(in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
ASSETS 1995 1995
-------------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $102,075 $ 2,488
Receivables 9,992 17,550
Inventories:
Fish products 19,353 22,947
Materials, parts and supplies 3,244 3,358
Prepaid expenses and other current assets 3,043 2,400
Net assets of discontinued operations 21,475 101,894
-------- --------
Total current assets 159,182 150,637
-------- --------
Investments and other assets:
Notes receivable 8,864 8,864
Investments in unconsolidated affiliates 18,271 18,235
Deferred income taxes 4,585 6,247
Other assets 16,145 16,170
-------- --------
47,865 49,516
-------- --------
Property and Equipment 74,958 74,275
Accumulated depreciation (35,810) (35,037)
-------- --------
39,148 39,238
-------- --------
Total assets $246,195 $239,391
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 8,357 $ 16,148
Accounts payable and accrued liabilities 24,801 20,953
-------- --------
Total current liabilities 33,158 37,101
-------- --------
Long-term debt 34,179 37,468
-------- --------
Other liabilities 19,293 19,532
-------- --------
Stockholders' equity:
Preference stock 3 3
Common stock 7,387 7,387
Capital in excess of par value 131,962 131,962
Reinvested earnings from October 1, 1990 20,213 5,938
-------- --------
159,565 145,290
-------- --------
Total liabilities and stockholders' equity $246,195 $239,391
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
ZAPATA CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENT
---------------------------------------
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
---------------------
1995 1994
---------- ---------
<S> <C> <C>
Revenues $23,942 $22,357
------- -------
Expenses:
Operating 19,235 18,593
Depreciation, depletion and amortization 775 1,679
Selling, general and administrative 1,565 1,774
------- -------
21,575 22,046
------- -------
Operating income 2,367 311
------- -------
Other income (expense):
Interest income 279 258
Interest expense (1,010) (640)
Other 126 527
------- -------
(605) 145
------- -------
Income from continuing operations before income taxes 1,762 456
------- -------
Provision for income taxes
State 87 33
Federal 586 148
------- -------
673 181
------- -------
Income from continuing operations 1,089 275
------- -------
Discontinued operations:
Income (loss) from discontinued operations,
net of income taxes (42) 473
Gain on disposal of Energy Industries,
net of income taxes 13,228 ---
------- -------
13,186 473
------- -------
Net income 14,275 748
Preferred stock dividends --- 51
------- -------
Net income to common stockholders $14,275 $ 697
======= =======
Per share data:
Income from continuing operations $ .04 $ .01
Income from discontinued operations .44 .01
------- -------
Net income per share $ .48 $ .02
======= =======
Average common shares and equivalents outstanding 29,566 31,785
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
ZAPATA CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
------------------
1995 1994
-------- -------
<S> <C> <C>
Cash flow provided (used) by operating activities:
Continuing operations:
Net income from continuing operations $ 1,089 $ 275
-------- -------
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 775 1,679
Gain on sale of assets --- (457)
Changes in other assets and liabilities 4,831 (4,859)
-------- -------
Total adjustments 5,606 (3,637)
-------- -------
Cash flow provided (used) by continuing operations 6,695 (3,362)
-------- -------
Discontinued operations:
Income from discontinued operations 13,186 473
Gain on sale of assets, net of taxes (13,228) ---
Change in net assets of discontinued operations --- (2,572)
-------- -------
Cash flow used by discontinued operations (42) (2,099)
-------- -------
Net cash provided (used) by operating activities 6,653 (5,461)
-------- -------
Cash flow provided (used) by investing activities:
Proceeds from dispositions 104,689 1,777
Proceeds from note receivable --- 920
Capital expenditures (675) (1,060)
-------- -------
Net cash provided by investing activities 104,014 1,637
-------- -------
Cash flow used by financing activities:
Repayments of long-term obligations, net (11,080) (105)
Preferred stock redemption and common stock buy-backs --- (2,758)
Dividend payments --- (1,153)
-------- -------
Net cash used by financing activities (11,080) (4,016)
-------- -------
Net increase (decrease) in cash and cash equivalents 99,587 (7,840)
Cash and cash equivalents at beginning of period 2,488 9,717
-------- -------
Cash and cash equivalents at end of period $102,075 $ 1,877
======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
ZAPATA CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have
been prepared by Zapata Corporation ("Zapata" or the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements reflect all adjustments that are, in the opinion of
management, necessary to fairly present such information. All such adjustments
are of a normal recurring nature. Although Zapata believes that the disclosures
are adequate to make the information presented not misleading, certain
information and footnote disclosures, including significant accounting policies,
normally included in financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
rules and regulations. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto included in
Zapata's latest annual report on Form 10-K.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" ("SFAS 123"). The Company does not intend to adopt the
recognition provisions of the statement but will adopt the disclosure
requirements in fiscal year 1997.
NOTE 2. DISCONTINUED NATURAL GAS COMPRESSION OPERATIONS
In September 1995, Zapata entered into an agreement (the "Purchase
Agreement") to sell the assets of its natural gas compression operations to
Weatherford Enterra, Inc. and its wholly owned subsidiary, Enterra Compression
Company (collectively, "Weatherford Enterra"). Pursuant to the Purchase
Agreement, Weatherford Enterra purchased from the Company all of the assets of
its natural gas compression operations for approximately $131 million in cash,
and assumed certain liabilities relating to those operations, subject to post-
closing adjustments which are anticipated to be finalized in March 1996.
Proceeds from the sale were used to repay certain indebtedness of approximately
$26 million and expenses of approximately $1.3 million. The sale closed on
December 15, 1995 after receiving stockholder approval resulting in a pre-tax
gain of approximately $21.5 million or an after-tax gain of approximately $13.2
million.
The Company's consolidated financial statements reflect the natural
gas compression operations as a discontinued operation. Summarized results of
the discontinued natural gas compression operations are shown below (amounts in
millions):
6
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1995 1994
----- -----
<S> <C> <C>
FINANCIAL RESULTS
Revenues.......................... $13.1 $18.2
Expenses *........................ 13.0 17.0
----- -----
Income before taxes............... .1 1.2
Income tax provision.............. .1 .5
----- -----
Net income (loss)................. $ -- $ .7
===== =====
</TABLE>
_____________
* Expenses include allocations of interest expense on general corporate debt of
$260,000 and $475,000 in the three-month periods ending December 31, 1995 and
1994, respectively. Interest expense was allocated to discontinued operations
based on a ratio of net assets to be sold to the sum of total net assets of the
Company plus general corporate debt.
NOTE 3. DISCONTINUED NATURAL GAS GATHERING, PROCESSING AND MARKETING OPERATIONS
During fiscal 1995, the Company determined to dispose of its natural
gas gathering, processing and marketing operations, which are conducted through
a wholly owned subsidiary of the Company, Cimarron Gas Holding Company (together
with its subsidiaries, "Cimarron"). Although a sales price for the Cimarron
operations has not been determined, the Company estimates that, based on a
nonbinding letter of intent that the Company has entered into with two
purchasers, the sales price for Cimarron should be at least equal to book value.
The Company expects to complete the sale of Cimarron in fiscal 1996.
The consolidated financial statements reflect the net assets and
operating results of Cimarron's operations as a discontinued operation. The
summarized financial position of Cimarron's discontinued operations is shown
below (amounts in millions):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
<S> <C> <C>
FINANCIAL POSITION
Current assets............... $10.9 $ 9.6
Other assets................. 6.8 6.7
Property and equipment, net.. 16.6 16.9
----- -----
34.3 33.2
----- -----
Debt......................... 1.6 2.2
Other liabilities............ 11.2 9.6
----- -----
12.8 11.8
----- -----
Net book value............... $21.5 $21.4
===== =====
</TABLE>
7
<PAGE>
NOTE 4. DIVISIONAL REVENUES AND OPERATING RESULTS
The Company's divisional revenues and operating results for the three
months ended December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-------------------
1995 1994
------- -------
(in thousands)
<S> <C> <C>
Revenues:
Marine protein $23,466 $19,581
Oil and gas 476 2,776
------- -------
$23,942 $22,357
======= =======
Operating income (loss):
Marine protein $ 3,063 $ 734
Oil and gas (71) 410
Corporate (625) (833)
------- -------
$ 2,367 $ 311
======= =======
</TABLE>
NOTE 5. UNCONSOLIDATED AFFILIATES
The Company's financial statements for the three-month period ending
December 31, 1995 do not include Zapata's 31% equity interest in Envirodyne
Industries, Inc. ("Envirodyne") for the corresponding period. Since
Envirodyne's financial statements are not available to the Company on a timely
basis, Zapata will report its equity in Envirodyne's results of operations on a
three-month delayed basis.
NOTE 6. CASH FLOW INFORMATION
In connection with the sale of the Company's natural gas compression
operations, Zapata has retained certain liabilities related to these operations.
As a result, the Company has reclassified approximately $2.8 million from net
assets of discontinued operations to current liabilities of continuing
operations.
8
<PAGE>
I
TEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BUSINESS
In late 1994 and early 1995, the Company began to develop a strategic
plan involving the repositioning of the Company in the food packaging, food and
food service equipment and supply (collectively, "food services") businesses and
exiting the energy business. The strategic plan that was developed called for
the divestiture of most of the Company's remaining energy operations, including
its natural gas compression operations, its natural gas gathering, processing
and marketing operations and the Company's remaining domestic oil and gas
assets, and the acquisition of, or joint ventures with, selected companies in
the food services industry.
In December 1995, Zapata sold the assets of its subsidiaries engaged
in natural gas compression operations (collectively, "Energy Industries") to
Weatherford Enterra, Inc. and its wholly owned subsidiary, Enterra Compression
Company (collectively, "Weatherford Enterra"). Pursuant to the Purchase
Agreement, Weatherford Enterra purchased from the Company all of the assets of
Energy Industries for $131 million in cash, and assumed certain liabilities of
Energy Industries, subject to certain adjustments based on the net asset value
of Energy Industries on the closing date (the "Energy Industries Sale"). The
Energy Industries Sale resulted in an after-tax gain of approximately $13.2
million. Although a sales price for Cimarron has not been determined, the
Company estimates that, based on a letter of intent with two purchasers, the
minimum sales price for Cimarron should be at least equal to book value. The
Company expects to complete the sale of Cimarron in fiscal 1996.
The Energy Industries Sale is a significant step in the Company's
transition from an energy company to a food services company. Of the $131
million in cash proceeds received from the Energy Industries Sale, the Company
used approximately $26 million to repay certain bank debt. Additionally,
approximately $1.3 million was used to pay commissions and fees associated with
the sale. The Company intends to use the remaining net proceeds from the sale
for general corporate purposes, which may include further repayment of debt, and
for future expansion into the food services industry. While the Company is
actively seeking acquisition and joint venture opportunities in the food
services industry, there can be no assurances that the Company will succeed in
consummating any such opportunities or that acquisitions or joint ventures, if
consummated, will be successful.
Zapata's Board of Directors has established a special committee for
the purpose of investigating the legal and financial considerations of one or
more merger or acquisition transactions involving the Company and Houlihan's
Restaurant Group, Inc. ("Houlihan's") and Specialty Equipment Companies, Inc.
("Specialty"). Malcolm I. Glazer (the Chairman of the Board of Zapata) and
members of his family beneficially own approximately 73% and 45% of the
outstanding common stock of Houlihan's and Specialty, respectively, and Malcolm
Glazer, Avram A. Glazer (the Company's President and Chief Executive Officer)
and other members of their family serve as directors of both of those companies.
The Special Committee, consisting of Board members Ronald C. Lassiter, Robert V.
Leffler, Jr. and W. George Loar, was charged with determining what further
steps, if any, should be taken by the Company to pursue any such transactions.
The Special Committee's investigation is continuing, but it has made no
determination with respect to possible transactions involving either Houlihan's
or Specialty.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, Zapata's long-term debt of $34.2 million
compared favorably to working capital of $126.0 million. Reflecting the Energy
Industries Sale in December 1995, the Company's cash component increased $99.6
million during the current quarter.
Cash provided from operating activities totalled $6.7 million in the
first quarter of fiscal 1996 as compared to a $5.5 million use of cash during
the first quarter of fiscal 1995. The improvement in the fiscal 1996 period was
primarily attributable to an increased contribution from the Company's marine
protein operations. Investing activities provided $104.0 million during the
fiscal 1996 period and $1.6 million in the fiscal 1995 period. The fiscal 1996
period included the net proceeds generated from the Energy Industries Sale while
the fiscal 1995 period included proceeds from the sale of the corporate aircraft
and proceeds from a note that was fully collected in fiscal 1995. Financing
activities consumed $11.1 million and $4.0 million in the first quarters of
fiscal 1996 and 1995, respectively. The increased use of cash in the fiscal
1996 period includes a $3.2 million prepayment of indebtedness owing to the
Malcolm I. Glazer Trust incurred in connection with the Company's purchase of
stock of Envirodyne Industries, Inc. and a $7.0 million reduction of a revolving
credit facility for the marine protein division. The fiscal 1995 period
includes payments totalling $3.9 million for redemption of the Company's
preferred stock, an oddlot common stock buy-back and dividend payments.
RESULTS OF OPERATIONS
Zapata's net income of $14.3 million for the first quarter of fiscal
1996 improved significantly from the prior year's first quarter net income of
$748,000. The fiscal 1996 results include a $13.2 million after-tax gain from
the sale of the Company's natural gas compression operations, which closed on
December 15, 1995. Additionally, Zapata's net income includes a net loss of
$42,000 in the fiscal 1996 period and net income of $473,000 in the fiscal 1995
period from the Company's discontinued natural gas compression operations and
natural gas gathering, processing and marketing operations.
The Company's net income from continuing operations of $1.1 million
for the three-month period ending December 31, 1995 compared favorably to net
income of $275,000 for the same period in the prior year. Reflecting improved
operating results from the Company's marine protein operations, revenues of
$23.9 million and operating income of $2.4 million for the first quarter of
fiscal 1996 compared favorably to revenues of $22.4 million and operating income
of $311,000 in the corresponding quarter in fiscal 1995.
MARINE PROTEIN
The marine protein division's operating results improved significantly
in the first quarter of fiscal 1996 as compared to the first quarter of fiscal
1995. Revenues of $23.5 million and operating income of $3.1 million for the
three-month period ending December 31, 1995 compared favorably to revenues of
$19.6 million and operating income of $734,000 for the corresponding period in
fiscal 1995. Sales volumes of fish oil were approximately 46% higher in the
current quarter as compared to sales in the prior-year quarter, while fish meal
sales volumes were down 30% in the current period as compared to the prior-year
period. The average price of fish oil increased to $453 per ton in the first
quarter of fiscal 1996 from $265 per ton in the fiscal 1995 first quarter; fish
meal prices averaged $387 per ton in the fiscal 1996 period and $338 in the
10
<PAGE>
fiscal 1995 period. The Company's product inventory levels at December 31, 1995
for fish meal and fish oil were approximately 29% and 73% lower, respectively,
than the December 31, 1994 inventory levels due primarily to lower carryover
inventory levels from the fiscal 1995 fishing season.
The price for fishmeal generally bears a relationship to prevailing
soybean meal prices, while prices for fish oil are usually based on prices for
vegetable fats and oils, such as soybean and palm oils. Accordingly, the prices
for the Company's products are significantly influenced by worldwide supply and
demand relationships over which the Company has no control and tend to fluctuate
to a significant extent over the course of a year and from year to year.
In November 1995, the Company ceased operations at its Dulac,
Louisiana plant. The Company's decision was based on the anticipated capital
expenditures and operating capital requirements necessary to maintain the long-
term viability of the Dulac processing operation. The entire harvesting effort
previously managed from this location, as well as a significant portion of the
processing assets, will be redeployed to other Company facilities. Therefore,
the Company's harvesting efforts in future years are expected to remain
comparable to recent years, and the Company's processing capabilities will not
be significantly changed.
OIL AND GAS
In fiscal 1995, the Company sold its U.S. natural gas producing
properties. As a result, the Company's only significant remaining oil and gas
exploration and producing activity is the production of natural gas through a
joint venture in Bolivia in which the Company has a 25% interest. Revenues of
$476,000 and an operating loss of $71,000 in the first quarter of fiscal 1996
compared unfavorably to revenues of $2.8 million and operating income of
$410,000 in the comparable fiscal 1995 quarter, which included revenues of
$928,000 and operating income of $696,000 from the Bolivian operations. The
Company's fiscal 1996 Bolivian operating results were negatively impacted by
lower natural gas production volumes and higher operating expenses.
DISCONTINUED OPERATIONS-NATURAL GAS SERVICES-COMPRESSION
The Company's discontinued natural gas compression division's revenues
of $13.1 million and operating income of $720,000 for the fiscal 1996 period
compared unfavorably to the fiscal 1995 period revenues of $18.2 million and
operating income of $1.9 million. As compared to fiscal 1995, the fiscal 1996
period operating results were lower due to the combination of reduced sales of
compressor units, lower rental rates, and a shorter reporting period as a result
of the Energy Industries Sale on December 15, 1995.
DISCONTINUED OPERATIONS-NATURAL GAS SERVICES-GATHERING, PROCESSING AND MARKETING
Revenues of $13.0 million and an operating loss of $156,000 for the
first quarter of fiscal 1996 compared to revenues of $25.0 million and an
operating loss of $170,000 in the corresponding fiscal 1995 period. The
decrease in revenues reflects the Company's decision to reduce its natural gas
trading activities. The loss generated in the current quarter from these
operations has been charged against the reserve for discontinued operations.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a Special Meeting of Stockholders on December 15,
1995 (the "Special Meeting") to consider and vote upon the sale of the Company's
natural gas compression business conducted by two of its wholly owned
subsidiaries, Energy Industries, Inc. and Zapata Energy Industries, L.P. (the
"Energy Industries Sale Proposal"), to Weatherford Enterra, Inc. An aggregate
of 29,551,034 shares of the Company's equity securities were outstanding and
entitled to vote at the Special Meeting as follows: 29,548,407 shares of Common
Stock and 2,627 shares of $2 Noncumulative Convertible Preference Stock. Of the
shares of the Company's equity securities present in person or represented by
proxy at the Special Meeting, the following numbers of shares were voted in the
manner indicated respecting the approval and authorization of the Energy
Industries Sale Proposal:
For Against Abstain Broker Nonvotes
------ --------- --------- -----------------
19,280,264 4,116,852 215,814 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The exhibits indicated by an asterisk (*) are incorporated by reference to the
Zapata Corporation Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
3(a)* -- Restated Certificate of Incorporation of Zapata filed with
Secretary of State of Delaware on May 3, 1994 (Exhibit 3(a)
to Current Report on Form 8-K dated April 27, 1994 (File
No. 1-4219)).
3(b)* -- Certificate of Designation, Preferences and Rights of $1
Preference Stock (Exhibit 3(c) to Zapata's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1993
(File No. 1-4219)).
3(c)* -- Certificate of Designation, Preferences and Rights of $100
Preference Stock (Exhibit 3(d) to Zapata's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1993
(File No. 1-4219)).
3(d)* -- By-laws of Zapata, as amended effective November 21, 1995.
10(a)* -- Mutual Release Agreement dated as of December 1, 1995 by
and among Zapata Corporation, Cimarron Gas Holding Company,
Robert W. Jackson and the Robert W. Jackson Trust.
27 -- Financial Data Schedule
(b) Reports on Form 8-K:
Current Report on Form 8-K dated November 17, 1995 (reported the resignation of
Peter M. Holt from the Company's Board of Directors as a result of Mr. Holt's
disagreement with the Company).
12
<PAGE>
Current Report on Form 8-K dated December 15, 1995 (reported the closing of the
sale of the Company's natural gas compression business to Weatherford Enterra,
Inc.). Such Form 8-K incorporated by reference the following financial
statements of the Company: (a) Unaudited Pro Forma Condensed Statements of
Income for the fiscal year ended September 30, 1994 and the nine-month periods
ended June 30, 1994 and 1995 and (b) Unaudited Pro Forma Condensed Balance Sheet
as of June 30, 1995.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ZAPATA CORPORATION
(Registrant)
February 14, 1996 By: /s/ Joseph L. von Rosenberg III
-------------------------------------
(Joseph L. von Rosenberg III,
Executive Vice President, General Counsel
and Corporate Secretary)
February 14, 1996 By: /s/ Robert A. Gardiner
------------------------------------
(Robert A. Gardiner,
Vice President and Chief
Financial Officer)
14
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT
- ------ -------
3(a)* -- Restated Certificate of Incorporation of Zapata filed with
Secretary of State of Delaware on May 3, 1994 (Exhibit 3(a) to
Current Report on Form 8-K dated April 27, 1994 (File No. 1-
4219)).
3(b)* -- Certificate of Designation, Preferences and Rights of $1
Preference Stock (Exhibit 3(c) to Zapata's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1993 (File No.
1-4219)).
3(c)* -- Certificate of Designation, Preferences and Rights of $100
Preference Stock (Exhibit 3(d) to Zapata's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1993 (File No.
1-4219)).
3(d)* -- By-laws of Zapata, as amended effective November 21, 1995.
10(a)* -- Mutual Release Agreement dated as of December 1, 1995 by and
among Zapata Corporation, Cimarron Gas Holding Company, Robert W.
Jackson and the Robert W. Jackson Trust.
27 -- Financial Data Schedule
* Incorporated by reference to the Zapata Corporation Annual Report on Form
10-K for the fiscal year ended September 30, 1995
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 102,075
<SECURITIES> 0
<RECEIVABLES> 9,992
<ALLOWANCES> 0
<INVENTORY> 25,640
<CURRENT-ASSETS> 159,182
<PP&E> 74,958
<DEPRECIATION> 35,810
<TOTAL-ASSETS> 246,195
<CURRENT-LIABILITIES> 33,158
<BONDS> 34,179
<COMMON> 7,387
<PREFERRED-MANDATORY> 0
<PREFERRED> 3
<OTHER-SE> 152,175
<TOTAL-LIABILITY-AND-EQUITY> 246,195
<SALES> 23,942
<TOTAL-REVENUES> 23,942
<CGS> 19,235
<TOTAL-COSTS> 21,575
<OTHER-EXPENSES> 405
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,010
<INCOME-PRETAX> 1,762
<INCOME-TAX> 673
<INCOME-CONTINUING> 1,089
<DISCONTINUED> 13,186
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,275
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
