<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(mark one):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _________
COMMISSION FILE NO. 1-2700
a. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Zapata Haynie Corporation Profit-Sharing/ Savings Plan
b. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Zapata Corporation
One Riverway, Suite 2200
Houston, Texas 77056
<PAGE>
Required Information
Item 4
Financial Statements and Exhibits:
(a) Financial Statements as of and for the
Years Ended September 30, 1994 and 1993
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Plan
Benefits with Fund Information as
of September 30, 1994
Statement of Net Assets Available for
Plan Benefits as of September 30, 1993
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information for
the Year Ended September 30, 1994
Statement of Changes in Net Assets Available
for Plan Benefits for the Year
Ended September 30, 1993
Notes to Financial Statements
(b) Exhibits
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Arthur Andersen LLP
1
<PAGE>
<TABLE>
<S> <C>
Index to Financial Statements and Exhibits
(a) Financial Statements as of and for the Years
Ended September 30, 1994 and 1993
Report of Independent Accountants as of
and for the year ended September 30, 1994 5
Report of Independent Public Accountants as of
and for the year ended September 30, 1993 6
Financial Statements:
Statement of Net Assets Available for Plan Benefits
with Fund Information as of September 30, 1994 7
Statement of Net Assets Available for Plan Benefits
as of September 30, 1993 8
Statement of Changes in Net Assets Available for Plan
Benefits with Fund Information for the Year Ended
September 30, 1994 9
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended September 30, 1993 10
Notes to Financial Statements 11
</TABLE>
2
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
Zapata Corporation
Zapata Haynie Corporation
Profit-Sharing/Savings Plan
By /s/ Lamar C. McIntyre
--------------------------------------
Lamar C. McIntyre, Vice President
and Chief Financial Officer
Zapata Corporation
Date: February 21, 1995
3
<PAGE>
ZAPATA HAYNIE CORPORATION
PROFIT-SHARING/SAVINGS PLAN
FINANCIAL STATEMENTS
SEPTEMBER 30, 1994 AND 1993
WITH REPORT OF INDEPENDENT ACCOUNTANTS
4
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension and Benefits Committee
of Zapata Corporation:
We have audited the financial statements of the Zapata Haynie Corporation
Profit-Sharing/ Savings Plan as of September 30, 1994 and for the year then
ended as listed in the table of contents. These financial statements and
schedules are the responsibility of the Pension and Benefits Committee.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Zapata
Haynie Corporation Profit-Sharing/ Savings Plan as of September 30, 1994 and the
changes in net assets available for plan benefits for the year then ended in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The Fund Information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
Houston, Texas
January 23, 1995
5
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Pension and Benefits Committee
of Zapata Haynie Corporation:
We have audited the accompanying statements of net assets for plan benefits of
the Zapata Haynie Corporation Profit-Sharing/ Savings Plan as of September 30,
1993, and the related statements of changes in net assets available for plan
benefits for the year then ended. These financial statements are the
responsibility of the Pension and Benefits Committee of Zapata Haynie
Corporation. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Zapata
Haynie Corporation Profit-Sharing/ Savings Plan as of September 30, 1993, and
the changes in net assets available for plan benefits for the year then ended in
conformity with generally accepted accounting principles.
Arthur Andersen LLP
Houston, Texas
January 18, 1994
6
<PAGE>
Zapata Haynie Corporation Profit-Sharing/ Savings Plan
Statement of Net Assets Available for Plan Benefits With Fund
Information
September 30, 1994
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------------------------------
Money
Market/
Guaranteed
Investment Fixed Zapata
Equity Contract Income Common
Fund Fund Fund Stock Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investment in Zapata Corporation Master
Profit sharing Trust $ 1,261,464 $ 3,658,272 $ 224,488 $ 82,819 $ 5,227,043
Contributions receivable:
Employer 5,753 457,026 1,489 684 464,952
Loans to participants $ 116,479 116,479
Cash 23,040 23,040
----------- ----------- ---------- ---------- ---------- -----------
Total assets 1,267,217 4,115,298 225,977 83,503 139,519 5,831,514
Liabilities
Refunds payable to participants 13,019 6,723 5,315 - - 25,057
----------- ----------- ---------- ---------- ---------- -----------
Net assets available for plan benefits $ 1,254,198 $ 4,108,575 $ 220,662 $ 83,503 $ 139,519 $ 5,806,457
=========== =========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
Zapata Haynie Corporation Profit-Sharing/Savings Plan
Statement of Net Assets Available for Plan Benefits
September 30, 1993
<TABLE>
<CAPTION>
Money
Market/
Guaranteed
Investment Fixed Zapata
Equity Contract Income Common
Fund Fund Fund Stock Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investment in Zapata Corporation Master
Profit-Sharing Trust $ 1,165,757 $ 3,119,898 $ 162,097 $ 80,472 $ - $ 4,528,224
Contributions receivable:
Employee 10,507 546 2,761 - - 13,814
Employer 5,120 387,143 789 189 - 393,241
Loans to participants 133,436 133,436
----------- ----------- ---------- ---------- ----------- ------------
Total assets 1,181,384 3,507,587 165,647 80,661 133,436 5,068,715
Liabilities
Refunds payable to participants 14,493 12,253 3,111 4,443 - 34,300
----------- ----------- ---------- ---------- ----------- ------------
Net assets available for plan benefits $ 1,166,891 $ 3,495,334 162,536 $ 76,218 $ 133,436 $ 5,034,415
=========== =========== ========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
Zapata Haynie Corporation Profit-Sharing/Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
for the year ended September 30, 1994
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------------------------------
Money
Market/
Guaranteed
Investment Fixed Zapata
Contract Income Common
Equity Fund Fund Fund Stock Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits,
beginning of year $ 1,166,891 $ 3,495,334 $ 162,536 $ 76,218 $ 133,436 $ 5,034,415
Contributions:
Employee 243,579 329,289 61,276 40,652 674,796
Employer 30,397 490,002 6,727 8,884 536,010
Interest and dividend income 34,686 211,296 17,111 715 9,124 272,932
Net appreciation (depreciation) in
value of investments 76,216 (19,909) (10,465) 45,842
Withdrawals, net of transfers between
funds (272,695) (345,417) (1,585) (32,501) (3,041) (655,239)
Administrative expenses (24,876) (71,929) (5,494) (102,299)
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits,
end of year $ 1,254,198 $ 4,108,575 $ 220,662 $ 83,503 $ 139,519 $ 5,806,457
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
Zapata Haynie Corporation Profit-Sharing/ Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended September 30, 1993
<TABLE>
<CAPTION>
Money Market/
Guaranteed Investment Zapata Common
Equity Fund Contract Fund Fixed Income Fund Stock Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits,
beginning of year $1,162,103 $3,244,518 $119,736 $ 64,791 $ 65,956 $4,657,104
Contributions:
Employee 242,676 238,192 37,379 27,613 - 545,860
Employer 17,518 401,680 2,406 979 - 422,583
Interest and dividend
income 33,370 198,425 11,031 108 7,960 250,894
Realized gain (loss) on
investment in
master trust (8,506) - 37 (539) - (9,008)
Unrealized appreciation
(depreciation)
of investment in
master trust (91,999) - 2,638 (476) - (89,837)
Withdrawals, net of
transfers between
funds (159,361) (513,367) (8,005) (16,258) 59,520 (637,471)
Administrative expenses (28,910) (74,114) (2,686) - - (105,710)
---------- --------- -------- -------- -------- ----------
Net assets available for
plan benefits,
end of year $1,166,891 $3,495,334 $162,536 $ 76,218 $133,436 $5,034,415
========== ========== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
Zapata Haynie Corporation Profit-Sharing/ Savings Plan
Notes to Financial Statements
September 30, 1994 and 1993
1. Summary of Significant Accounting Policies:
General
The Zapata Haynie Corporation Profit-Sharing/ Savings Plan (the Plan) was
adopted October 1, 1985, under the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and was most recently amended and
restated effective October 1, 1989, to comply with the Internal Revenue
Service Code of 1986, as amended (the Code). Zapata Protein (USA) Inc.,
formerly Zapata Haynie Corporation, (the Company) is a wholly owned
subsidiary of Zapata Corporation (Zapata).
The assets of the Plan are managed together with those of the Zapata
Corporation Profit-Sharing Plan (Zapata Plan) under the Zapata Corporation
Master Profit-Sharing Trust (the Master Trust). In October 1992, the board
of directors of Zapata appointed NationsBank of Texas, N.A., as the
successor trustee (the trustee). Each plan holds an interest in the assets
and liabilities in each of the funds in the Master Trust.
The Plan and the Master Trust were established and are maintained for the
exclusive benefit of the participating employees, and no part of the Master
Trust assets will revert to the participating employer. The accounts of
the Plan are maintained on the cash basis of accounting and are adjusted to
the accrual basis each fiscal year-end for financial reporting purposes.
Investment in the Zapata Corporation Master Profit-Sharing Trust
The cost of the investment in the Master Trust represents the Plan's
proportionate share of the purchase price of the assets and reinvested
earnings on investments in the Master Trust. All dividend and interest
income earned on securities in the Master Trust is reinvested. The value
of the investment in the Master Trust is adjusted to reflect the earnings
on investments plus the market value appreciation or depreciation. The
Plan presents in the statement of changes in net assets the net
appreciation (depreciation) of investments which consists of realized gains
or losses and unrealized appreciation (depreciation) on those investments.
The trustee maintains the Master Trust assets in four separate funds for
investment purposes as follows: (a) the Equity Fund, which is invested
principally in equity securities such as common stock of various
corporations, (b) the Money Market / Guaranteed Investment Contract Fund,
which is invested in guaranteed investment contracts issued by life
insurance companies and short-term money market funds, (c) the Fixed Income
Fund, which is invested predominantly in fixed income securities such as
"high grade" corporate obligations and obligations issued or fully
guaranteed by the United States Government and related agencies and (d) the
Zapata Common Stock fund, which is invested in the common stock of Zapata.
The Plan assets are invested together with the fund assets of the Zapata
Plan in the Master Trust in order to minimize brokerage and investment fees
and to maximize the rate of return on the assets invested.
11
<PAGE>
Notes to Financial Statements, Continued
1. Summary of Significant Accounting Policies, continued
Investment in the Zapata Corporation Master Profit-Sharing Trust, continued
Each participant may, by written notice to the Pension and Benefits
Committee (the Committee), direct that his employee contribution be
invested under any one or combination of the funds described above. The
investment percentages made to each fund, however, must be in increments of
10 percent, among the Equity Fund, the Money Market/ Guaranteed Investment
Contract Fund, the Fixed Income Fund and the Zapata Common Stock Fund.
The annual employer profit-sharing contribution (see Note 2) is invested in
the Money Market/ Guaranteed Investment Contract Fund.
Income earned by the four investment funds described above is credited
quarterly to the participants in that fund on a pro rata basis, based on
the balances of the participants' accounts at the beginning of each
quarter, increased by contributions and loan repayments and reduced by
withdrawals and loans during the current quarter.
Withdrawals
Refunds payable to participants of $25,057 and $34,300 at September 30,
1994 and 1993, respectively, are excess contributions which were returned
to Plan participants during December 1994 and 1993, respectively. Excess
contributions resulted from the "Plan's highly compensated group," as
defined by the applicable provisions of the Code, contributing more than
they were allowed by the Code regulations.
Benefits payable to withdrawing participants are included within net assets
available for Plan benefits and are not reflected as a liability in the
financial statements.
Administrative Expenses
Administrative expenses, brokerage fees and transfer taxes are paid by the
Master Trust.
Federal Income Taxes
The Plan obtained its latest determination letter during 1987, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Committee, based upon discussions with the Company's tax
counsel, believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
12
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Provisions of the Plan
General
The Plan is administered by the Committee appointed by the board of
directors of Zapata. Among other duties, it is the responsibility of the
Committee to interpret the Plan, decide all questions of eligibility and
determine the amount, manner and time of payment of any benefits.
All of the Plan's assets are maintained in the Master Trust with the assets
of the Zapata Plan. Among other duties, the trustee is to invest assets in
the Zapata Common Stock Fund, upon the direction of the Committee, and to
receive contributions and distribute benefits of the Plan. An independent
investment manager, Fayez-Sarofim, directs investments in the Equity Fund
and the Fixed Income Fund. The Committee directs all investments made in
the Money Market/ Guaranteed Investment Contract Fund. Hewitt Associates
maintains the participating employees' account balances.
Participants
Employees become eligible to participate in the Plan on January 1, April 1,
July 1 or October 1 after completion of one year of service with the
employer. Each employee of the Company who was a member of the Zapata Plan
on September 30, 1985, is automatically a member of the Plan. As of
September 30, 1994 and 1993, there were 1,010 and 1,029 employees,
respectively, participating in the Plan with 299 and 323, respectively, of
these employees making contributions to the Plan.
Contributions
Contributions may consist of employee contributions, matching contributions
from the employer and employer profit-sharing contributions. Employees
make contributions to the Plan at their own discretion. Contributions can
be made in any whole percent from 1 percent through 16 percent (as
designated by the employee) of compensation received from the employer. An
employee's pretax contribution cannot exceed 10 percent and his after-tax
contribution cannot exceed 16 percent. A participant may, by written
direction, (a) change the rate of contribution four times each Plan year
effective the first day of the subsequent Plan quarter or (b) discontinue
his contributions at any time. However, in the event such contributions
are discontinued, they must be suspended for a period of not less than one
calendar quarter. Contributions may be resumed the following January 1,
April 1, July 1 or October 1. Further, each participant may authorize the
transfer of existing account balances four times each year among the
available investment funds in 10 percent increments. Participants'
contributions are remitted by the employer to the Plan's trustee on a
regular basis. Also, each quarter, the Company contributes to the Plan an
amount equal to 10 percent of each participant's first 6 percent of
employee contributions for each quarter regardless of whether the
contributions were pretax or after tax contributions.
13
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Provisions of the Plan, continued
Contributions, continued:
Each Plan year, the Company contributes its profit-sharing contribution to
the Plan, an amount equaling 2 percent of each participating employee's
compensation up to $235,840 and $228,860 for 1994 and 1993, respectively,
indexed for inflation, plus any discretionary contribution as determined by
the board of directors. Consistent with the prior year, the Company did
not consider compensation of employees who terminated during the year for
reasons other than death, disability or retirement in computing
contribution requirements. No discretionary contribution was made during
the current or prior Plan year.
Withdrawals
Any participant may withdraw all or any part of the after-tax contribution
account balance he has made to the Plan, as of any quarterly valuation
date, by giving at least 30 days' written notice. Such a withdrawal,
however, causes the participant to forfeit his right to withdraw any
additional amounts from his contribution account until the expiration of
one complete year following the date of the distribution. Subject to
approval by the Committee, withdrawals may be made from the pretax
contribution account on or after the age of 59 - 1/2 or for reasons of
hardship after participating for one full Plan year.
Upon retirement, disability, death or termination of service, an employee
is entitled to receive the full amounts credited to his after-tax
contribution, pretax contribution and employer profit-sharing contribution
accounts.
No withdrawals are permitted from the employer contribution or the employer
match account.
Vesting
Participants become vested in both employer and employee contributions upon
entering the Plan.
Loans to Participants
Upon completion of one full Plan year of service, Plan participants are
eligible to obtain a loan from the Plan. Under the terms of the Plan, the
loan amount shall not exceed half of the participant's vested account
balance. The maximum loan amount is $50,000 and the minimum loan amount is
$1,000. A member may not have more than one loan outstanding at a time
under the Plan, and a member is limited to a maximum of one loan per year.
The term of the loan shall not exceed five years for a regular loan and 10
years for a primary residence loan. Interest accrues on the outstanding
principal balance of the loan at the trustee's prime rate at the date of
origination plus 2 percent.
14
<PAGE>
Notes to Financial Statements, Continued
3. Investment in Zapata Corporation Master Profit-Sharing Trust
Assets of the Master Trust at September 30, 1994 and 1993 in which the plan
had an interest of approximately 44.4% and 23.1%, respectively, are
summarized as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Investments at fair value as determined by quoted
market price:
Cash and temporary investments $ 9,024,835 $ 679,362
Government obligations - 1,035,223
Corporate obligations - 1,088,190
Preferred stock - 181,500
Common stock 106,060 9,875,763
----------- -----------
9,130,895 12,860,038
Investments at estimated fair value:
Pooled insurance companies guaranteed interest
rate contract fund 2,699,866 6,729,945
----------- -----------
11,830,761 19,589,983
Other assets - 72,108
Liabilities (58,084) (83,425)
----------- -----------
Net assets of Master Trust $11,772,677 $19,578,666
=========== ===========
</TABLE>
During 1994 and 1993 the Master Trust's investments (including investments
bought and sold, as well as held during the year) appreciated (depreciated)
in value by $220,281 and ($900,134) respectively, as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Net appreciation (depreciation) in the value of
investments
Zapata common stock fund $ (16,550) $ 15,173
Equity fund 331,940 (949,800)
Fixed income fund (95,109) 34,493
--------- ---------
$ 220,281 $(900,134)
========= =========
</TABLE>
15
<PAGE>
Notes to Financial Statements, Continued
4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
September 30, 1994
<S> <C>
Net assets available for benefits per the financial statements $5,806,457
Amounts allocated to withdrawing participants (98,037)
----------
Net assets for benefits per the Form 5500 $5,708,420
==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<S> <C>
Withdrawals of participants per the financial statements $ 655,239
Add: Amounts allocated to withdrawing participants
at September 30,1994 98,037
----------
Withdraws of participants per the Form 5500 $ 753,276
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed for payment prior to
September 30, 1994, but not yet paid as of that date.
5. Subsequent Events
Effective October 1, 1994, the Master Trust was terminated due to the
expected sale of Zapata Protein, Inc.,. Additionally, effective October 1,
1994, Paine Webber replaced NationsBank as trustee of the Plan and Fayez-
Sarofim as investment manager; investment choices have also changed.
16
