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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
ZAPATA CORPORATION
------------------
(Name of Issuer)
Common Stock, par value $0.25 per share
---------------------------------------
(Title of Class of Securities)
989070R17
---------
(CUSIP Number)
Gordon E. Forth, Esq.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE
44 Exchange Street
Rochester, New York 14614
(716) 454-5370
------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
October 12, 1994
----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /
Check the following box if a fee is being paid with the statement / /
PAGE 1 OF 35 PAGES
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 989070R17 Page 2 of 35 Pages
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE MALCOLM GLAZER TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,395,384
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING PERSON - 0 -
WITH
9 SOLE DISPOSITIVE POWER
10,395,384
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,395,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
14 TYPE OF REPORTING PERSON
OO
</TABLE>
PAGE 2 OF 35 PAGES
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 989070R17 Page 3 of 35 Pages
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MALCOLM I. GLAZER
S.S. NO. 102-12-3166
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,395,384
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING PERSON - 0 -
WITH
9 SOLE DISPOSITIVE POWER
10,395,384
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,395,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
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This Amendment No. 14 ("Amendment No. 14") amends and supplements the
Schedule 13D and statement attached thereto, as previously amended ("Schedule
13D"), originally filed on behalf of Malcolm I. Glazer on July 22, 1992, and is
hereby filed on behalf of Mr. Glazer and on behalf of the Malcolm Glazer Trust
("Trust"). Mr. Glazer is referred to herein as "Glazer" and Zapata Corporation
is referred to herein as "Zapata". All other capitalized terms used in this
Amendment No. 14 and not otherwise defined herein have the meanings previously
ascribed to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Item 2 is hereby amended by deleting it and inserting in place thereof
the following:
(a) The names of the reporting persons are the Malcolm Glazer
Trust ("Trust") and Malcolm I. Glazer. Mr. Glazer is the sole trustee and,
during his lifetime, the sole beneficiary of the Trust.
(b) The business address of the Trust and Mr. Glazer is 1482 South
Ocean Boulevard, Palm Beach, Florida 33480.
(c) The Trust is a revocable living trust. The present principle
occupation of Mr. Glazer is that of self-employed, private investor.
(d) During the last five years, neither the Trust nor Mr. Glazer
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither the Trust nor Mr. Glazer
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Trust is formed under the laws of the State of Florida.
Mr. Glazer is a citizen of the United States of America.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by inserting immediately prior to the last
paragraph thereof the following paragraph:
On August 11, 1994, Malcolm Glazer was elected to the position of
Chief Executive Officer and President of Zapata by Zapata's Board of Directors.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Paragraph 5(a) is hereby amended by inserting the following paragraph
after the end thereof:
On December 7, 1993, Glazer contributed to the Trust all of his Shares
of Zapata Stock, which represent approximately 32.7% of the outstanding Common
Stock. Mr. Glazer, as trustee and beneficiary of the Trust, is a beneficial
owner with respect to the Shares held by the Trust.
On May 2, 1994, a one-for-five reverse stock split of the outstanding
Common Stock became effective. The reverse stock split reduced the number of
outstanding Shares of common stock to approximately 31,700,000 and the number
of Shares held by the Trust to 10,395,384 Shares. The Trust's 10,395,384
Shares constitute approximately 32.8% of Zapata's outstanding Common Stock,
based on the 31,700,000 Shares of Common Stock reported as outstanding as of
August 11, 1994 by Zapata in its Form 10-Q for the quarterly period ended June
30, 1994.
Paragraph 5(b) is hereby amended by inserting the following paragraph
after the end thereof:
Mr. Glazer, as sole trustee of the Trust, has the sole power to vote
and to direct the vote and the sole power to dispose and to direct the
disposition of the 10,395,384 shares held by the Trust.
Paragraph 5(d) is hereby amended by inserting the following paragraph
after the end thereof:
Under the Escrow Deposit Agreement discussed in Item 6 below, the
Trust retains the right to receive all dividends made of record or with respect
to the Shares held by the Trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
---------------------------------------------
The Trust entered into a Securities Purchase Agreement dated as of
October 12, 1994 for the purchase of 1,100,299 shares of the common stock of
Envirodyne Industries, Inc. ("Envirodyne") from Edwin H. Morgens and Bruce
Waterfall as agents for Restart Partners, L.P., Restart Partners II, L.P.,
Restart Partners III, L.P., Restart Partners IV, L.P., the Common Fund for
Non-Profit Organizations, Morgens Waterfall Income Partners and Morgens,
Waterfall, Vintiadis & Company Employees Profit Sharing Plan (collectively,
"Morgens & Waterfall"). The closing under the Securities Purchase Agreement is
subject to, among other things, the expiration or earlier termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1970. Until the closing, such shares are being held in escrow
PAGE 5 OF 35 PAGES
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pursuant to an Escrow Deposit Agreement dated as of October 12, 1994 among the
Trust, Morgens & Waterfall and Wertheim Schroder & Co. Incorporated, as escrow
agent.
Pursuant to the Securities Purchase Agreement relating to the
Envirodyne Shares, the Trust has deposited 2,500,000 Shares of Zapata Stock
with the escrow agent to secure its obligation to pay the purchase price upon
the satisfaction of all conditions precedent to its closing obligation
thereunder. The Escrow Deposit Agreement provides that the escrow agent may
sell the escrowed Zapata Shares and apply the net proceeds to satisfy the
purchase price for the Envirodyne Shares if the Trust fails to pay Morgens &
Waterfall the purchase price within the prescribed time period. The Securities
Purchase Agreement and Escrow Deposit Agreement are attached hereto as Exhibit
14 and Exhibit 15, respectively, and are hereby incorporated herein by
reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit 14 - Securities Purchase Agreement dated as of October 12,
1994 among the Trust and Edwin H. Morgens and Bruce
Waterfall as agents for Restart Partners L.P.,
Restart Partners II, L.P., Restart Partners III,
L.P., Restart Partners IV, L.P., the Common Fund for
Non-Profit Organizations, Morgens Waterfall Income
Partners and Morgens, Waterfall, Vintiadis & Company
Employees Profit Sharing Plan
Exhibit 15 - Escrow Deposit Agreement dated as of October 12, 1994
among the Trust, Wertheim Schroder & Co.
Incorporated, Edwin H. Morgens and Bruce Waterfall as
agents for Restart Partners L.P., Restart Partners
II, L.P., Restart Partners III, L.P., Restart
Partners IV, L.P., the Common Fund for Non-Profit
Organizations, Morgens Waterfall Income Partners and
Morgens, Waterfall, Vintiadis & Company Employees
Profit Sharing Plan
PAGE 6 OF 35 PAGES
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SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 1994
THE MALCOLM GLAZER TRUST
By: S//MALCOLM I. GLAZER, AS TRUSTEE
-----------------------------------
Malcolm I. Glazer, as Trustee
By: Avram Glazer, Power of Attorney
S//MALCOLM I. GLAZER
-----------------------------------
Malcolm I. Glazer
By: Avram Glazer, Power of Attorney
PAGE 7 OF 35 PAGES
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EXHIBIT INDEX
Exhibit 14 - Securities Purchase Agreement dated as of October 12,
1994 among the Trust and Edwin H. Morgens and Bruce
Waterfall as agents for Restart Partners L.P.,
Restart Partners II, L.P., Restart Partners III,
L.P., Restart Partners IV, L.P., the Common Fund for
Non-Profit Organizations, Morgens Waterfall Income
Partners and Morgens, Waterfall, Vintiadis & Company
Employees Profit Sharing Plan
Exhibit 15 - Escrow Deposit Agreement dated as of October 12, 1994
among the Trust, Wertheim Schroder & Co.
Incorporated, Edwin H. Morgens and Bruce Waterfall as
agents for Restart Partners L.P., Restart Partners
II, L.P., Restart Partners III, L.P., Restart
Partners IV, L.P., the Common Fund for Non-Profit
Organizations, Morgens Waterfall Income Partners and
Morgens, Waterfall, Vintiadis & Company Employees
Profit Sharing Plan
