<PAGE>
 

I

TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Stockholders and Board of Directors,
Zapata Corporation:
 
  We have audited the accompanying consolidated balance sheets of Zapata
Corporation and subsidiaries as of September 30, 1995 and 1994 and the related
consolidated statements of operations, cash flows and stockholders' equity for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Zapata
Corporation and subsidiaries as of September 30, 1995 and 1994 and the
consolidated results of their operations and their cash flows for the years
then ended, in conformity with generally accepted accounting principles. We
also audited the adjustments for discontinued operations described in Note 5
that were applied to restate the 1993 financial statements. In our opinion,
such adjustments are appropriate and have been properly applied to those
financial statements.
 
  As described in Notes 1 and 10, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" and No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" in 1994 and
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," in 1995.
 
                                          COOPERS & LYBRAND L.L.P.
 
Houston, Texas
December 15, 1995

 
                                       23