ITEM 5. OTHER EVENTS.
On March 1, 1995, Zapata Corporation, a Delaware corporation (the
"Company") entered into an agreement to sell Zapata Protein, Inc., a wholly
owned subsidiary of the Company ("ZPI"), to a group led by ZPI's management.
ZPI comprises the Company's marine protein division. The sale transaction
involves a purchase price of approximately $56 million in cash. In addition,
ZPI's indebtedness of approximately $11 million will no longer be included in
the consolidated financial statements of the Company. The Company's Annual
Report on Form 10-K for the year ended September 30, 1994 and quarterly report
on Form 10-Q for the three months ended December 31, 1994 reported ZPI as a
On March 2, 1995, Avram A. Glazer, a director of the Company,
was named President and Chief Executive Officer of the Company, replacing
Malcolm I. Glazer, who will remain as Chairman of the Board of Directors. R. C.
Lassiter stepped down as acting Chief Operating Officer of the Company and
remains a member of the Company's Board of Directors.