<PAGE>
 
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
of the Special Meeting to which this Proxy Statement relates are deemed to be
incorporated herein by reference, and shall be deemed a part hereof from the
date of filing of such documents.
 
  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Proxy Statement, shall
be deemed to be modified or superseded for purposes of this Proxy Statement to
the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Proxy Statement, except as so modified or superseded.
   
  Attached to this Proxy Statement is a copy of the Company's (i) Annual Report
on Form 10-K, as amended, for the year ended on September 30, 1994, set forth
as Appendix C, (ii) Proxy Statement dated June 26, 1995, set forth as Appendix
D, (iii) Quarterly Report on Form 10-Q, as amended, for the quarter ended June
30, 1995, set forth as Appendix E, and (iv) Form 8-K dated November 13, 1995,
set forth as Appendix F.     
   
  THE COMPANY WILL FURNISH WITHOUT CHARGE COPIES OF ANY AND ALL INFORMATION
INCORPORATED BY REFERENCE HEREIN, EXCLUDING THE EXHIBITS THERETO AND THE FORM
10-K, THE PROXY STATEMENT, FORM 8-K AND THE FORM 10-Q ACCOMPANYING THIS PROXY
STATEMENT, TO INTERESTED SECURITY HOLDERS WHOSE PROXY IS BEING SOLICITED, UPON
WRITTEN OR ORAL REQUEST AND BY FIRST CLASS MAIL OR OTHER PROMPT MEANS WITHIN
ONE BUSINESS DAY OF RECEIPT OF SUCH REQUEST. THE COMPANY WILL FURNISH TO ANY
SUCH PERSON ANY EXHIBITS DESCRIBED IN SUCH REPORTS UPON PAYMENT OF REASONABLE
FEES RELATING TO THE COMPANY'S COST OF FURNISHING SUCH EXHIBITS. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO MR. JOSEPH L. VON ROSENBERG, III, CORPORATE
SECRETARY, ZAPATA CORPORATION, 1717 ST. JAMES PLACE, SUITE 550, HOUSTON, TEXAS
77056, TELEPHONE NO. (713) 940-6100.     
 
                                          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
 
Houston, Texas
   
November 13, 1995     
 
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