<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 Acquisition").    The following pro forma information for Zapata for
the six months ended March 31, 1994 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, 1993 (unaudited) (in thousands,
except per share amounts).

<TABLE>
 
<S>                                                    <C>
     Revenues                                          $118,838
     Income from continuing operations before taxes      28,841
     Income from continuing operations                   18,563
     Income per share from continuing operations           0.58
</TABLE>

     The pro forma adjustments to Zapata's results for the six months ended
March 31, 1994 to reflect the Energy Industries Acquisition increased revenues
by $6,014,000, as well as income from continuing operations before taxes by
$174,000.  Additional pro forma adjustments for the first six months of fiscal
1994 included the elimination of $124,000 of various operating and
administrative expenses that were charged to Energy Industries from an
affiliate, additional depreciation of $120,000 and $41,000 of goodwill
amortization, a reduction in net interest expense of $161,000 related to notes
receivable and payable that were not acquired by Zapata and a federal tax
provision of $104,000.

     The pro forma amounts presented above may not be indicative of the results
that would have actually resulted if the transactions had occurred on the date
indicated or that may be obtained in the future.

NOTE 3.  RESTRICTED CASH

     In accordance with terms of a debt covenant, $12.7 million from the sale of
the Company's Tidewater Inc. ("Tidewater") common stock was held in a restricted
account at March 31, 1995.  At September 30, 1994, restricted cash held in
short-term investments to collateralize letters of credit totalled $779,000.

NOTE 4.  SUBSEQUENT EVENTS

     In April 1995, Zapata reduced its $17.5 million in notes to Norex America,
Inc. by $12.7 million. The Company used the restricted cash received in the
March 1995 sale of its remaining shares of Tidewater common stock to reduce this
indebtedness.

     Also, in April 1995, Zapata Corporation repurchased 2.25 million shares of
Zapata's common stock from Norex America, Inc. for $4.00 per share.  The shares
repurchased by Zapata represented 7% of the Company's then outstanding common
stock.  Following the repurchase of the shares, Zapata had approximately 29.5
million shares outstanding.

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