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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Zapata Corporation, a Delaware
corporation (hereinafter called the "Company"), to be voted at the 1995 Annual
Meeting of Stockholders to be held at the offices of Bloomberg Financial Markets
Commodity News, 499 Park Avenue, New York, New York 10022 on Thursday, July 27,
1995, at 12:00 noon, New York time, and any and all adjournments thereof.
Solicitation of proxies by mail is expected to commence on June 26,
1995, and the cost thereof will be borne by the Company. In addition to such
solicitation by mail, certain of the directors, officers and regular employees
of the Company may, without extra compensation, solicit proxies by telephone and
personal interview. Arrangements will be made with brokerage houses,
custodians, nominees and other fiduciaries to send proxy materials to their
principals, and they will be reimbursed by the Company for postage and clerical
expenses. Furthermore, American Stock Transfer & Trust Co. has been retained to
assist in the solicitation of proxies for a nominal fee.
Shares represented by properly executed proxies will be voted as
specified. If no specifications have been given in a proxy, the shares
represented thereby will be voted FOR the election of nominees listed herein as
directors (Item 1), FOR the ratification of Coopers & Lybrand L. L. P. as
independent public accountants for 1995 (Item 2), AGAINST the stockholder
proposal to request the Board of Directors to take the steps necessary to
provide for cumulative voting of the Company's Common Stock (the "Stockholder
Proposal") (Item 3), and, in the discretion of the persons named in the proxy,
on any other business that may properly come before the meeting.
Proxies may be revoked at any time prior to the exercise thereof by
filing with the Corporate Secretary, at the Company's principal executive
offices, a written revocation or a duly executed proxy bearing a later date or
by appearing at the meeting and voting in person. The principal executive
offices of the Company are located at One Riverway, Suite 2100, Houston, Texas
77056. The mailing address of the Company is P.O. Box 4240, Houston, Texas
77210-4240. For a period of at least ten days prior to the Annual Meeting of
Stockholders, a complete list of stockholders entitled to vote at the meeting
will be available for inspection by stockholders of record during ordinary
business hours for proper purposes at the Company's principal executive offices.
VOTING SECURITIES
Stockholders of record at the close of business on June 20, 1995 (the
"Record Date"), are entitled to vote at the meeting and at any adjournments
thereof. On that date the issued and outstanding capital stock of the Company
consisted of 29,502,407 shares of Common Stock (the "Common Stock") and 2,627
shares of $2 Noncumulative Convertible Preference Stock (the "$2 Preference
Stock"), each of which shares is entitled to one vote. The presence at the
meeting, in person or by proxy, of the holders of a majority of the outstanding
shares of voting stock of the Company is necessary to constitute a quorum for
the transaction of business at the Annual Meeting of Stockholders. If there are
not sufficient shares represented in person or by proxy at the meeting to
constitute a quorum, the meeting may be postponed or adjourned in order to
permit further solicitations of proxies by the Company. Proxies given pursuant
to this solicitation and not revoked will be voted at any postponement or
adjournment of the Annual Meeting of Stockholders in the manner set forth above.
The two nominees receiving the greatest number of votes cast by the
holders of Common Stock and $2 Preference Stock will be elected as directors.
There will be no cumulative voting in the election of directors. The
Stockholder Proposal and the ratification of independent public accountants
require the affirmative vote of holders of a majority of the shares of Common
Stock and $2 Preference Stock present
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