OMB APPROVAL --------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response........ 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* ------------ ZAPATA CORPORATION - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 989070503 ------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (10-88) Page 1 of 7 pages - ----------------------- CUSIP NO. 989070503 13G - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Corporation 94-1681731 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY -0- ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 254,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 254,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 .8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 HC - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 7 pages - ----------------------- CUSIP NO. 989070503 13G - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of America National Trust and Savings Association 94-1687665 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 254,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY -0- ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 254,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 254,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 .8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 BK - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 7 pages SCHEDULE 13G Item 1 (a) Name of Issuer: Zapata Corporation (b) Address of Issuer's One Riverway, St. Principal Executive Offices: 777 South Post Oak Lane Houston, Texas 77056 Item 2 (a) Names of Persons Filing: BankAmerica Corporation ("BAC") Bank of America NT&SA ("BANT&SA") (b) Address of Principal (For BAC & BANT&SA) Business Office: 555 California Street San Francisco, California 94104 (c) Citizenship: BAC is organized under the laws of Delaware. BANT&SA is organized under the laws of the United States. (d) Title of Class of Securities: Common Stock, par value $0.01 per share. (e) CUSIP Number: 989070503 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [X] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [X] Parent Holding Company, in accordance with (S)240.13d- 1(b)(1)(ii)(G) Page 4 of 7 pages (h) [ ] Group, in accordance with (S)240.13d-1(b)(1) (ii)(H) Item 4 Ownership. (a) Amount Beneficially Owned: BAC 254,000 BANT&SA 254,000 (b) Percent of Class: BAC .8% BANT&SA .8% (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: BAC 0 BANT&SA 254,000 (ii) shared power to vote or direct the vote: BAC 0 BANT&SA 0 (iii) sole power to dispose or direct the disposition of: BAC 0 BANT&SA 0 (iv) shared power to dispose or to direct the disposition of:* BAC 254,000 BANT&SA 254,000 Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Not Applicable Percent on Behalf of Another Person. * The power to dispose or direct the disposition of shares is shared between the parent company and its subsidiaries. Page 5 of 7 pages Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Identity: Bank of America NT&SA 555 California Street San Francisco, CA 94104 Classification: Bank as defined in Section 3(a)(6) of the Act Item 8 Identification and Classification See Item 7 of Members of the Group. Item 9 Notice of Dissolution of Group. Not Applicable Item 10 Certification By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 6 of 7 pages SIGNATURE --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. BankAmerica Corporation Dated: February 9, 1995 By /s/JAMES H. WILLIAMS --------------------- James H. Williams Executive Vice President Bank of America NT&SA Dated: February 9, 1995 By /s/JAMES H. WILLIAMS --------------------- James H. Williams Group Executive Vice President Page 7 of 7 pages Board of Directors Adopted: November 1, 1993 BankAmerica Corporation Last amended: August 1, 1994 BANKAMERICA CORPORATION GENERAL OPERATING AND BORROWING RESOLUTION ------------------------------------------ The Board of Directors of BankAmerica Corporation ("BAC") authorizes and determines: 1. Any two BAC officers listed below under the designation "Group 1" (the "Officers"): GROUP 1 ------- the Chairman of the Board the Chief Executive Officer the President any Vice Chairman of the Board any Vice Chairman the Chief Financial Officer the Treasurer any Executive Vice President any Senior Vice President any Vice President the Secretary or any one of such Officers in conjunction with any one of the BAC officers listed below under the designation "GROUP 2": GROUP 2 ------- any Assistant Treasurer any Assistant Secretary any Assistant Vice President be, and hereby are, authorized to make, execute, deliver, amend and terminate, in the name and on behalf of BAC, any and all such contracts, instruments, documents and agreements, and to perform any and all such acts, in the name and on behalf of BAC, as are deemed by such Officers to be desirable in connection with any of the activities set forth below; provided, however, that the opening of any account described in subparagraph (a) of this paragraph 1 requires the signature of a Vice Chairman or above; and provided, further, that any contract, instrument, document or agreement for any borrowing described in subparagraph (b) of this paragraph 1 requires the signature of the Treasurer or an Assistant Treasurer in addition to one other officer listed in GROUP 1 or 2 above, as the case may be; and provided, further, that notes representing commercial paper need be signed only by the Treasurer or an Assistant Treasurer. The execution of any contract, instrument, document or agreement by one or more Officers thereunto duly authorized by the foregoing shall be conclusive evidence, between 1 any party to whom it is delivered and BAC, of the determination and approval by BAC of the matters described therein and of the transaction undertaken thereby, unless such party has previously received written notice of the revocation of this resolution. (a) Establishment and use of accounts --------------------------------- where any Officer deems it desirable for the operations of BAC, to establish and maintain with Bank of America National Trust and Savings Association and any other banks, checking, time deposit, and other bank accounts, upon such terms and conditions as may be agreed upon with such banks; to execute, endorse or deliver on behalf of BAC, remittances, checks, drafts or other requests for withdrawal, transfer or deposit of funds from or to any of such bank accounts as shall be maintained in the name of BAC, and any bank maintaining any such account is hereby authorized and directed to honor remittances, checks, drafts or other requests for withdrawal, transfer or deposit of funds from or to any such account by or from such Officers; (b) Borrowing --------- to borrow, in each case for an original term not exceeding nine months, from banks and other lenders, including subsidiaries of BAC, from time to time, such sums of money as may be deemed desirable for BAC to conduct its general business affairs and to grant security interests in existing and future assets of BAC to assure repayment of such indebtedness; provided that no such borrowing shall be permitted if, by reason of such new borrowing and after giving effect thereto, the aggregate amount of all borrowings of BAC having at their inception a term of nine months or less, other than such borrowings from subsidiaries of BAC, but including borrowings through the issuance of commercial paper pursuant to subparagraph (c) of this paragraph 1, would exceed the sum of SIX BILLION DOLLARS ($6,000,000,000); In computing compliance with the foregoing limitation: (i) Borrowings subject to such limitation which are expressed in foreign currencies shall be valued in U.S. dollars at least monthly, and the most recent valuation shall govern the determination whether any additional borrowing complies with such limitation; (ii) Obligations of BAC arising out of the issuance of travelers cheques, official checks and money orders, offered to the public as instruments of funds transmission and not bearing interest, are not subject to the foregoing limitation, nor shall they be included in computing compliance therewith; and 2 (iii) Lines of credit or other commitments to lend obtained by BAC shall not be deemed borrowings except to the extent actually drawn upon or otherwise used; If an express written determination is made by the person or persons thereunto duly authorized by paragraph 11 of the Resolution re Senior and Subordinated Debt adopted by this Board on November 1, 1993, or any resolution amending or superseding such resolution (the "Senior and Subordinated Debt Resolution"), that any proposed borrowings of BAC having at their inception a term of one month or more but not more than nine months are to be carried out in accordance with and subject to the requirements of the Senior and Subordinated Debt Resolution (whether or not the indebtedness represented by any such borrowings is of a kind generally covered by this subparagraph), BAC's aggregate liability for the amount of all such borrowings shall not be counted against the foregoing limitation. In the absence of any such express written determination, BAC's aggregate liability for the amount of all such borrowings shall be counted against the foregoing limitation; (c) Commercial paper ---------------- subject to the limitation in subparagraph (b) of this paragraph 1, to issue and sell commercial paper in amounts deemed desirable by any Officer, in compliance with all applicable laws and regulations of governmental agencies, such commercial paper to be issued in the form of unsecured negotiable promissory notes (or in the form of book entries containing all of the information necessary for the completion and delivery of such notes), each note or book entry to be in an amount of at least ONE HUNDRED THOUSAND DOLLARS ($100,000), with maturities not to exceed nine months from the date of issue, and at such rate or rates of interest, at such time or times, upon such other terms and conditions as shall be determined, and under such agreement or agreements or pursuant to such arrangements deemed desirable, by any Officer, in view of BAC's financial requirements; and, without limiting the generality of the foregoing authorization, (l) to enter into agreements or arrangements with Bank of America NT&SA, BA Securities, Inc. or any other banks or entities providing for the issuing, safekeeping, completion, countersignature, and delivery of BAC's commercial paper, and (2) to enter into agreements or arrangements for backup lines of credit for commercial paper; provided that borrowings under any such committed lines of credit shall be subject to the limitation on borrowings set forth in subparagraph (b) of this paragraph 1, but the unused amounts of credit under such lines shall not be deemed a borrowing subject to such limitation; (d) Travelers cheques, official checks and money orders --------------------------------------------------- in addition to and independent of the borrowing authorized in subparagraph (b) of this paragraph 1 and commercial paper issuance 3 authorized in subparagraph (c) of this paragraph 1, to issue travelers cheques, official checks and money orders, offered to the public as instruments of funds transmission and not bearing interest, subject to compliance with all applicable laws and regulations of governmental agencies and, without limiting the generality of the foregoing authorization, to enter into agreements or arrangements with BA Cheque Corporation and any other entities providing for the offering, delivery and servicing of BAC's travelers cheques, official checks and money orders; (e) Extending credit ---------------- to extend credit to subsidiaries and, to the extent permitted to BAC under applicable laws, to affiliates of BAC in amounts and on terms deemed desirable by any Officer; (f) Powers of attorney ------------------ to grant such powers of attorney, proxies, and other agency powers to such persons and on such terms as are deemed desirable by any Officer for carrying on the business and affairs of BAC, including, without limiting the generality of the foregoing authorization, all contracts and documents of any sort relating to: applications to and negotiations with any and all governmental entities and agencies in the United States and abroad for the purpose of obtaining the necessary permits or approvals for operations of BAC anywhere in the world; the commencement and prosecution or defense of proceedings on behalf of and against BAC before courts, administrative tribunals, boards of arbitrators, and similar entities, and the compromise or settlement of the same; the voting of voting securities and other voting interests which may be held in corporations and other entities by BAC; and applications for letters patent, trademarks, copyrights, service marks, and similar matters on behalf of BAC; (g) Service agreements ------------------ to enter into service agreements, on terms deemed desirable by any Officer, with its direct or indirect subsidiaries, including Bank of America NT&SA, any other banks, persons, firms, corporations and other entities whereunder personnel and facilities will be made available by or to BAC; (h) Interests in real or personal property -------------------------------------- to purchase, accept, lease, sell, transfer, grant, license, release and encumber interests, whether as security or otherwise, which BAC has or may by such means acquire in real or personal property, whether standing in the name of BAC as owner, as the holder of any security interest, or in any other capacity; and, without limiting the generality of the foregoing authorization, to take all actions and execute and deliver all documents, notices, 4 designations, appointments, substitutions and instructions regarding such real or personal property, or relating thereto; (i) General power to contract ------------------------- in addition to the authority in subparagraphs (a) through (h) of this paragraph 1, and whether or not of a kind generally covered therein, to enter into contracts of any kind or character, conveyances or leases of real or personal property, licensing agreements, contracts and agreements providing for services to be rendered by, to or for BAC, and to execute and deliver instruments, documents, agreements, contracts and other writings affecting in any way any real or personal property and interests therein and contract rights and obligations, now or hereafter owned by or standing in the name of BAC. 2. Any one BAC officer listed above under either the designation GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America NT&SA holding the title of counsel or a title senior thereto be, and hereby is, authorized to sign registrations, reports, certificates, applications and other writings on behalf of BAC for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as are deemed desirable by such officer or attorney in connection with BAC's activities or affairs. 3. This resolution revokes and supersedes the General Operating and Borrowing Resolution adopted by this Board on May 21, 1992. 5 Board of Directors November 7, 1994 Bank of America NT&SA GENERAL OPERATING RESOLUTION ---------------------------- 1. Accounts, Service Agreements, Interests in Real or Personal Property and General Power to Contract. ----------------------------------------------- Except as otherwise specified below, any TWO of the officers of Bank of America National Trust and Savings Association ("the Bank") listed below under the designation Group I, ------- or any ONE of the officers listed below under the designation Group I in ------- conjunction with any ONE officer listed below under the designation Group II, -------- are authorized to make, execute, deliver, amend and terminate, in the name and on behalf of the Bank any and all contracts, instruments, documents, agreements and other writings, and to perform any and all acts in the name and on behalf of the Bank as are deemed by the officers to be appropriate in connection with any of the activities set forth below: (a) Establishment of accounts ------------------------- to establish and maintain with any other financial institutions, checking, time deposit, and other bank accounts, upon such terms and conditions as such officers deem appropriate; (b) Service agreements ------------------ to enter into service agreements, with the parent, affiliates, direct or indirect subsidiaries of the Bank, any other banks, persons, firms, corporations or other entities, whereunder personnel, facilities or services will be made available by or to the Bank; (c) Interests in real or personal property -------------------------------------- to purchase, accept, lease, sell, transfer, grant, license and encumber interests, whether as security or otherwise, which the Bank has or may by such means acquire in real or personal property, whether acquired in the name of the Bank as owner, as the holder of any security interest, or other capacity; and, without limiting the generality of the foregoing authorization, to take all actions and execute and deliver all documents, notices, designations, appointments, substitutions and instructions regarding such real or personal property, or relating thereto; provided, however, that for any 1 purchase, lease or sale of real or personal property involving the expenditure by the Bank of an amount in excess of the respective amounts listed below or the receipt by the Bank of consideration with a value in excess of such amounts, at least one of the signing officers must hold the title listed opposite the respective dollar amount below: (d) General power to contract ------------------------- to enter into other contracts of any kind or character, conveyances or leases of real or personal property, licensing agreements, contracts and agreements providing for services to be rendered by, to, or for the Bank, contracts and agreements providing for the purchase, sale or other disposition of assets by the Bank, and to execute and deliver instruments, documents, agreements, contracts, and other writings affecting in any way any real or personal property and interests therein and contract rights and obligations, now or hereafter owned by or standing in the name of the Bank; provided, however, that for any such contract, lease or agreement involving the expenditure by the Bank of an amount in excess of the respective amounts listed below or the receipt by the Bank of consideration with a value in excess of such amounts, at least one of the signing officers must hold the title listed opposite the respective dollar amount shown below:
Amount of Expenditure Title of Required or Receipt of Consideration Signing Officer --------------------------- ---------------- $1,000,000 to $4,999,999 Senior Vice President or above $5,000,000 to $24,999,999 Executive Vice President or above $25,000,000 or more Vice Chairman or above; 2. Regulatory Matters. ------------------ (a) Any ONE of the officers of the Bank listed below under the designation Group III, or any member of the Legal or Tax Departments of the Bank --------- holding the title of counsel or a title senior thereto is authorized to sign registrations, reports, certificates, applications and other writings on behalf of the Bank for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as are deemed appropriate by the officer or 2
Amount of Expenditure Title of Required or Receipt of Consideration Signing Officer --------------------------- ---------------- $1,000,000 to $4,999,999 Senior Vice President or above $5,000,000 to $24,999,999 Executive Vice President or above $25,000,000 or more Vice Chairman or above; member, except for applications for letters patent, trademarks, copyrights, service marks, and similar matters, which are addressed in paragraph (b) below. (b) Any TWO of the officers of the Bank listed below: the Secretary any Assistant Secretary, any member of the Legal Department holding the title of Counsel, or a title senior thereto; are authorized: (1) to sign applications for letters patent, trademarks, copyrights, service marks, and similar matters for submission to or filing with any U.S. or foreign regulatory authorities and any amendments, withdrawals, or terminations thereof, as are deemed appropriate by the officers or members; and (2) to execute and deliver any powers of attorney to any person granting powers to make applications for letters patent, trademarks, copyrights, service marks, and similar matters on behalf of the Bank. Each such power of attorney may be written in any language required for the conduct of the Bank's business, and shall be approved as to form by any of the Bank's attorneys with the title of Counsel or above. This approval need not appear on the power of attorney. 3. Not Necessary to Affix Seal; Validity Not Affected by Officer No Longer Holding Office. -------------------------------------------- (a) In the execution for the Bank in any capacity of any contract, instrument, document, agreement or other writing, it shall not be necessary to affix the seal of the Bank and such execution shall have the same force and effect as if such seal had been affixed. (b) The validity of any contract, instrument, document, or other writing executed by an officer of the Bank and delivered by or on behalf of an officer of the Bank in accordance with this resolution shall not be affected by the failure, at the time of delivery, of the officer who executed the document to hold the office held at the time of execution. 4. Officer Group Designations. -------------------------- As used herein the officer designations "Group I," "Group II," and "Group III" consist of the officers listed below: 3 5. The foregoing resolution supersedes the resolution adopted by this Board of Directors on June 23, 1992, as amended, naming the officers of this Bank authorized to act pursuant to the authority above set forth. 4
Group I Group III ------- --------- the Chairman of the Board the Chairman of the Board the President the President any Vice Chairman of the Board any Vice Chairman of the Board any Vice Chairman any Vice Chairman the Chief Operating Officer the Chief Operating Officer the Chief Financial Officer the Chief Financial Officer any Group Executive Vice any Group Executive Vice President President any Executive Vice President any Executive Vice President any Senior Vice President any Senior Vice President any Managing Director any Managing Director any Vice President any Vice President any Assistant Vice President any Senior Authorized Officer any Senior Authorized Officer the Secretary any Senior Trust Officer any Trust Officer Group II -------- the Secretary any Assistant Secretary any Assistant Cashier