PRELIMINARY COPY -- CONFIDENTIAL, FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION ONLY.
1717 St. James Place, Suite 550
Houston, Texas 77056
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER ___, 1995
To the Stockholders of
Notice is hereby given that a special meeting (the "Special Meeting") of
stockholders of Zapata Corporation will be held at ____________________________
on November ___, 1995, at 9:00 a.m. local time, for the following purposes:
1. To consider and vote upon the sale of the Company's natural gas
compression business conducted by its wholly owned subsidiaries, Energy
Industries, Inc. and Zapata Energy Industries, L.P., to Enterra Corporation
(the "Energy Industries Sale Proposal"), all as more fully described in the
accompanying Proxy Statement.
2. To consider and vote upon the sale of the Company's natural gas
gathering, processing, marketing and trading business conducted by its wholly
owned subsidiary, Cimarron Gas Holding Company and its subsidiaries, on such
terms and conditions as shall be determined by the Board of Directors (the
"Cimarron Sale Proposal"), all as more fully described in the accompanying
3. To transact such other business incidental to the conduct of the
Special Meeting or any adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed the close of business on October 6, 1995 as
the record date for the determination of stockholders entitled to receive notice
of, and to vote at, the Special Meeting and any adjournment(s) or
postponement(s) thereof, and only stockholders of record at said time and on
said date are entitled to notice of, and to vote at, the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ENERGY
INDUSTRIES SALE PROPOSAL AND FOR THE CIMARRON SALE PROPOSAL.
Stockholders are cordially invited to attend the Special Meeting in person.
Those who will not attend and who wish their shares voted are requested to sign,
date and mail promptly the enclosed proxy, for which a stamped return envelope
By Order of the Board of Directors,
JOSEPH L. von ROSENBERG, III
Vice President, General Counsel
and Corporate Secretary
October ___, 1995
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, YOU ARE URGED TO
PROMPTLY COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING