1717 St. James Place, Suite 550
Houston, Texas 77056
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 15, 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 the Omni Hotel, 4 Riverway,
Houston, Texas, 77056 on December 15, 1995, at 10:00 a.m. local time, for the
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. (the "Energy Industries
Sale Proposal"), to Weatherford Enterra, Inc., all as more fully described
in the accompanying Proxy Statement.
2. 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 November 3, 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.
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 return envelope is
By Order of the Board of Directors,
/s/ JOSEPH L. VON ROSENBERG, III
JOSEPH L. VON ROSENBERG, III
Vice President, General Counsel
and Corporate Secretary
ovember 13, 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