(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act or 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Zapata beneficially owns 4,189,298 shares of Common Stock. Based upon
information contained in the most recently available filing by the Issuer with
the Securities and Exchange Commission, such shares constitute approximately
31.0% of the outstanding shares of Common Stock. Zapata has the sole power to
vote and to dispose of all of such shares. To the knowledge of Zapata, no
shares of Common Stock are beneficially owned by any of the persons enumerated
in Instruction C to Schedule 13D, except that Malcolm I. Glazer may be deemed to
be a beneficial owner of the shares of Common Stock held by Zapata because Mr.
Glazer beneficially owns approximately 35.3% of the outstanding Common Stock of
Zapata and is the Chairman of the Board of Zapata. However, neither the filing
of this Statement nor any of its contents shall be deemed an admission that
Malcolm I. Glazer is the beneficial owner of any of such shares.
On August 7, 1995 Zapata acquired the 4,189,298 shares of Common Stock
the ownership of which is reported on this Statement from the Malcolm I. Glazer
Trust in a private transaction. The purchase price was a subordinated
promissory note of Zapata as described in Item 3. The principal amount of such
promissory note is $18,780,623, or $4.483 per share of Common Stock.
Item 6. Contracts, Arrangements, Understandings and Relationships with Respect
to Securities of the Issuer.
Zapata purchased the shares of Common Stock the ownership of which is
reported on this statement from the Malcolm I. Glazer Trust, a revocable living
trust of which Malcolm I. Glazer is the sole trustee and, during his lifetime,
the sole beneficiary. The Stock Purchase Agreement pursuant to which such
purchase was effected is included as an exhibit to this Statement.
Avram A. Glazer is the son of Malcolm I. Glazer.
Except as described above and in Items 4 and 5, neither Zapata nor, to
the knowledge of Zapata, any of the persons enumerated in Instruction C to
Schedule 13D, has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of Issuer,
including but not limited to transfer or voting of any of the securities,