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EXHIBIT 17
[LOGO OF HOLT COMPANIES APPEARS HERE]
November 16, 1995
Board of Directors
Zapata Corporation
1717 St. James Place, Suite 550
Houston, Texas 77056
Attention: Mr. Malcolm I. Glazer, Chairman of the Board
Gentlemen:
As a shareholder and director of Zapata Corporation ("Zapata"), I am becoming
increasingly alarmed as I more fully understand the new objectives which have
been set for Zapata and various actions which have been or will soon be taken in
furtherance of these objectives.
For those who have become members of the Board of Directors since the
acquisition of my family's gas compression business ("Energy Industries") I
point out that when my family sold Energy Industries to Zapata in 1993, the sale
was not merely an act on our part to cash in on our work and investment. Rather,
we viewed the sale as an opportunity to insure the continued growth and success
of Energy Industries and looked forward to contributing to, and by taking a
substantial equity position, enjoying the benefit of, such success. At the time,
we believed that Zapata was committed to the common objective, recited in our
agreement, of "combining resources to allow for an enhanced natural gas
compression business and to lay the foundation
for the structuring of an
integrated gas services company." I have, since my involvement with Zapata,
considered Energy Industries to be Zapata's "flagship operation," thought its
markets continued to "appear attractive," have expected its profitability to
"improve" and believed that "the prospects for continued growth remain
favorable." The words quoted are those used by Malcolm Glazer in his letter to
Zapata's shareholders of December 28, 1994 and I quote them because I cannot
convey my sentiments of that date or today regarding Energy Industries any
better than did Malcolm.
Notwithstanding Malcolm's assurances that the prospects for Energy Industries
remained bright as of the end of 1994, Zapata has recently disclosed a new
strategic plan which is premised upon Zapata's departure from the energy
services industry and its entry into the food service industry. Our duty, as a
Board of Directors, requires that the Zapata's shareholders be told exactly why,
when and by whom this new strategy was adopted. The decision was not made by the
Board of Directors. To my knowledge, the September 20, 1995 special meeting of
the Board was the first occasion on which the new strategy was presented to the
Board for a vote, and the