1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
This Proxy Statement and the accompanying proxy card are furnished by Zapata
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors (the "Board of
Directors") for use at the Special Meeting of Stockholders or any adjournments
or postponements thereof (the "Special Meeting"), to be held at the time and
place set forth in the accompanying Notice of Special Meeting. This Proxy
Statement, the accompanying Notice of Special Meeting of Stockholders and the
enclosed form of proxy are first being mailed to stockholders of the Company on
or about October ___, 1995.
PURPOSE OF THE SPECIAL MEETING
At the Special Meeting, stockholders will be asked to consider and vote to
approve the sale (the "Energy Industries Sale") of the Company's natural gas
compression business which is currently conducted by two wholly owned
subsidiaries of the Company, Energy Industries, Inc. and Zapata Energy
Industries, L.P. (collectively, "Energy Industries") to Enterra Corporation, and
its wholly owned subsidiary, Enterra Compression Company, (collectively,
"Enterra"). The Energy Industries Sale will be consummated in accordance with
the terms and conditions of an Agreement dated as of September 20, 1995 (the
"Purchase Agreement") by and among the Company, Energy Industries and Enterra.
The proposal to sell the Company's natural gas compression business to Enterra
is referred to herein as the "Energy Industries Sale Proposal". Pursuant to the
Purchase Agreement, subject to stockholder approval, Enterra will purchase from
the Company all of the assets of Energy Industries, for a purchase price (the
"Purchase Price") of $130 million, and assume certain liabilities of Energy
Industries, subject to certain adjustments based on the net asset value of
Energy Industries on the closing date, as described in "The Energy Industries
Sale Proposal--Terms of the Energy Industries Sale--Purchase Price".
At the Special Meeting, stockholders also will be asked to consider and vote
to approve the sale of the Company's natural gas gathering, processing,
marketing and trading business (the "Cimarron Sale") which is currently
conducted by the Company's wholly owned subsidiary, Cimarron Gas Holding Company
and its subsidiaries (collectively, "Cimarron"), on such terms and conditions as
the Board of Directors determines to be fair to the Company and its
stockholders. The proposal to sell the natural gas gathering, processing,
marketing and trading business conducted by Cimarron is referred to herein as
the "Cimarron Sale Proposal".
The Energy Industries Sale Proposal and the Cimarron Sale Proposal are
sometimes hereinafter referred to collectively as the "Sale Proposals".
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
SALE PROPOSALS TO BE VOTED ON AT THE MEETING.
At the date of this Proxy Statement, the Company does not know of any business
to be presented at the Special Meeting other than those matters that are set
forth in the Notice accompanying this Proxy Statement.