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description of Cimarron's operations and a summary of its historical financial
performance and management projections of future financial and operating
results. Selected potential buyers recently completed detailed due diligence and
a deadline has been established for the submission of binding acquisition
proposals to Schroder Wertheim.

  The stockholders are being requested to approve the Cimarron Sale Proposal on
such terms and conditions and for such consideration as the Board of Directors
may in its discretion determine to be expedient and fair to, and in the best
interests of, the Company and its stockholders. Such consideration may include
cash, property or the securities of another entity.  If such approval is
granted, no further approval of the Company's stockholders would be sought at
the time the Cimarron Sale is finally consummated.

  The Cimarron Sale, together with the Energy Industries Sale, is a major step
in the Company's transition from an energy company to a food services company.
The Company intends to use the net proceeds from the Cimarron Sale for general
corporate purposes, which may include repayment of debt, and for future
acquisitions or joint ventures which are expected to be in the food services
industry. There can be no assurance, however, that the Cimarron Sale will result
in an improvement in the Company's results of operations or financial condition.

RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS

  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
CIMARRON SALE PROPOSAL.

  On September 20, 1995, the Board of Directors adopted a resolution that would
permit the Company, subject to approval by the Company's stockholders, to sell
its natural gas gathering, processing, marketing and trading business conducted
by Cimarron on such terms and conditions and for such consideration as the Board
of Directors determines to be expedient and fair to, and in the best interests
of, the Company and its stockholders.  All Board members except one were present
at the meeting and the vote to approve the Cimarron Sale Proposal at that
meeting was unanimous. Approval of the Cimarron Sale Proposal by the
stockholders of the Company at this time is being sought to give the Company the
flexibility of selling the stock or assets of Cimarron without the requirement
of seeking any further stockholder approval because, depending upon the
revenues, earnings and assets of the Company at the time of the consummation of
the Cimarron Sale, the Cimarron assets might be deemed under Delaware law to
constitute all or substantially all of the Company's assets. The Company
believes that seeking any additional stockholder approval at a later time would
be time-consuming and costly and would reduce the Company's flexibility in
negotiating and closing the sale of Cimarron in a timely manner.

  In determining the value of Cimarron in contemplation of the Cimarron Sale,
the Board of Directors intends to rely on, among other things, best estimates of
management of the Company as to the value of Cimarron; the advice of financial
advisors and a fairness opinion of Schroder Wertheim or another independent
investment banking firm.

  The proposed Cimarron Sale will not involve a "going private" transaction or
sale to affiliates or insiders of the Company.

RESOLUTIONS PROPOSED FOR ADOPTION BY STOCKHOLDERS

  Resolutions in substantially the following form will be proposed at the
Special Meeting for consideration of the Company's stockholders:

     "RESOLVED, that the sale of the stock or assets of Cimarron Gas Holding
  Company and its subsidiaries is hereby approved on such terms and conditions
  and for such consideration as shall be determined by the Board of Directors of
  the Company to be expedient and fair to, and in the best interests of, the
  Company and the stockholders of the Company; and further

     RESOLVED, that the appropriate officers of Zapata Corporation are hereby
  authorized in their discretion to execute such documents in the name and on
  behalf of the corporation and to take other actions as are in their sole
  judgment necessary or appropriate to effectuate the purpose of the foregoing
  resolution; and further

     RESOLVED, that all acts and deeds previously performed by the officers and 
  directors of Zapata Corporation prior to the date of this resolution that are
  within the authority conferred by the foregoing resolutions are hereby
  ratified, confirmed and approved as authorized deeds of Zapata Corporation."

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