ITEM 5. OTHER EVENTS
On September 20, 1995, Zapata Corporation, a Delaware corporation (the
"Company"), and its two wholly owned subsidiaries, Energy Industries, Inc., a
Delaware corporation ("Zapata Sub") and Zapata Energy Industries, L.P., a
Delaware limited partnership ("Zapata Partnership"), entered into an agreement
(the "Agreement") with Enterra Corporation, a Delaware corporation ("Enterra"),
and its wholly owned subsidiary, Enterra Compression Company, a Delaware
corporation ("Enterra Sub"), pursuant to which Enterra and Enterra Sub agreed to
purchase substantially all of the assets, and assume certain liabilities, of
Zapata Sub and Zapata Partnership. The purchase price is $130 million and is
subject to upward or downward adjustment based on the net asset value of Zapata
Sub and Zapata Partnership on the closing date. The closing of the sale is
conditioned upon, among other things, the approval of the Agreement by the
stockholders of the Company, and the receipt of certain regulatory approvals and
the expiration of any applicable waiting period with respect thereto. The
Agreement is attached as Exhibit 2 hereto and its terms are incorporated herein
Simultaneously with the execution and delivery of the Agreement, the
Malcolm I. Glazer Trust (the "Trust"), a principal stockholder of Zapata,
executed and delivered a letter, dated September 20, 1995 (the "Letter
Agreement"), to Enterra pursuant to which the Trust agreed to vote the shares of
common stock of the Company owned or controlled by it in accordance with the
recommendation of the board of directors with respect to the approval by the
stockholders of the Company of resolutions submitted to such stockholders
relating to the Agreement. The Letter Agreement is attached as Exhibit 10 hereto
and its terms are incorporated herein by reference.
A copy of the Press Release, dated September 21, 1995, issued by the
Company and Enterra relating to the Agreement, is attached as Exhibit 99 hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed with this report:
2 Agreement, dated as of September 20, 1995, among Zapata
Corporation, Energy Industries, Inc., Zapata Energy Industries,
L.P., Enterra Corporation and Enterra Compression Company.
10 Letter, dated September 20, 1995, from Malcolm I. Glazer Trust to
99 Press Release, dated September 21, 1995, issued jointly by Zapata
Corporation and Enterra Corporation.
The exhibits and disclosure schedule to the Agreement are omitted.
Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish
copies of the exhibits and disclosure schedule to the Securities and Exchange
Commission upon request.