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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
ZAPATA CORPORATION
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
989070602
----------------------------------------------------------------------
(CUSIP Number)
June 13, 2003
----------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b) [ ]
Rule 13d-1(c) [X]
Rule 13d-1(d) [ ]
CUSIP No. 13G Page 2 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Capital Management
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 3 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Associates
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
92,163
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
92,163
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,163 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 4 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Associates II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
4,273
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
4,273
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,273 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 5 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Offshore Fund, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
35,064
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
35,064
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,064 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 13G Page 6 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MJDM Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 13G Page 7 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Four JK Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 13G Page 8 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ALCR Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 13G Page 9 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
IN
CUSIP No. 13G Page 10 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael J. Marocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
IN
CUSIP No. 13G Page 11 of 24
989070602
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John Kornreich
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 131,500
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
131,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
IN
CUSIP No. 13G Page 12 of 24
989070602
SCHEDULE 13G
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Item 1.
(a) Name of Issuer: Zapata Corporation
(b) Address of Issuer's Principal Executive Offices: 100
Meridian Centre, Suite 350
Rochester, NY 14618
Item 2.
1. (a) Name of Person Filing: Sandler Capital Management
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
Sandler Capital Management is a registered investment
advisor and general partnership organized under the laws of
the State of New York.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
2. (a) Name of Person Filing: Sandler Associates
("Sandler Associates")
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
Sandler Associates is a limited partnership organized under
the laws of the State of New York.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
3. (a) Name of Person Filing: Sandler Associates II, L.P.
("Sandler Associates II")
CUSIP No. 13G Page 13 of 24
989070602
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
Sandler Associates II is a limited partnership organized
under the laws of the State of New York.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
4. (a) Name of Person Filing: Sandler Offshore Fund, Inc.
("Sandler Offshore")
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
Sandler Offshore is a corporation organized under the laws
of the British Virgin Islands.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
5. (a) Name of Person Filing: MJDM Corp.
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
MJDM Corp. is a corporation organized under the laws of the
State of New York.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
6. (a) Name of Person Filing: Four JK Corp.
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue New York, New York 10153
CUSIP No. 13G Page 14 of 24
989070602
(c) Citizenship or Place of Organization:
Four JK Corp. is a corporation organized under the laws of
the State of Delaware.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
7. (a) Name of Person Filing: ALCR Corp.
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization:
ALCR Corp. is a corporation organized under the laws of the
State of New York.
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
8. (a) Name of Person Filing: Andrew Sandler
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
9. (a) Name of Person Filing: Michael J. Marocco
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
CUSIP No. 13G Page 15 of 24
989070602
10. (a) Name of Person Filing: John Kornreich
(b) Address of Principal Business Office, or, if none, Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.01 par value
(e) CUSIP Number: 989070602
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
1. Sandler Capital Management:
(a) Amount beneficially owned: 131,500(1)(2) shares of
Common Stock, $0.01 cents par value, of Zapata
Corporation. Reporting Person is managed by a committee
(the "Management Committee") consisting of the principal
stockholders of ALCR Corp., MJDM Corp., and Four JK Corp.
(Andrew Sandler, Michael J. Marocco and John Kornreich).
All decisions regarding Sandler Associates, Sandler
Associates II and Sandler Offshore's investment in the
securities of the Issuer require the consent of the
Management Committee. Sandler Capital Management is the
investment advisor of Sandler Associates, Sandler
Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
CUSIP No. 13G Page 16 of 24
989070602
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
2. Sandler Associates:
(a) Amount beneficially owned: 92,163 shares of Common
Stock, $0.01 par value, of Zapata Corporation.
(b) Percent of class: 3.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
92,163 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition
of: 92,163 shares
(iv) Shared power to dispose or to direct the
disposition of: 0 shares
3. Sandler Associates II, L.P.:
(a) Amount beneficially owned: 4,273 shares of Common Stock,
$0.01 par value, of Zapata Corporation.
(b) Percent of class: 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,273 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition
of: 4,273 shares
(iv) Shared power to dispose or to direct the
disposition of: 0 shares
4. Sandler Offshore Fund, Inc.
(a) Amount beneficially owned: 35,064 shares of Common
Stock, $0.01 par value, of Zapata Corporation.
CUSIP No. 13G Page 17 of 24
989070602
(b) Percent of class: 1.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
35,064 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition
of: 35,064 shares
(iv) Shared power to dispose or to direct the
disposition of: 0 shares
5. ALCR Corp.:
(a) Amount beneficially owned: 131,500(1)(2) shares of Common
Stock, $0.01 par value, of Zapata Corporation. Reporting
Person is a general partner of Sandler Capital
Management, which is the investment advisor of Sandler
Associates, Sandler Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
6. MJDM Corp.:
(a) Amount beneficially owned: 131,500(1)(2) shares of Common
Stock, $0.01 par value, of Zapata Corporation. Reporting
Person is a general partner of Sandler Capital
Management, which is the investment advisor of Sandler
Associates, Sandler Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
CUSIP No. 13G Page 18 of 24
989070602
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
7. Four JK Corp.:
(a) Amount beneficially owned: 131,500(1)(2)shares of Common
Stock, $0.01 par value, of Zapata Corporation. Reporting
Person is a general partner of Sandler Capital
Management, which is the investment advisor of Sandler
Associates, Sandler Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
8. Andrew Sandler:
(a) Amount beneficially owned: 131,500(1)(2) shares of Common
Stock, $0.01 par value, of Zapata Corporation. Reporting
Person is the sole shareholder of ALCR Corp., a member of
the Management Committee of Sandler Capital Management,
which is the investment advisor of Sandler Associates,
Sandler Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
CUSIP No. 13G Page 19 of 24
989070602
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
9. Michael J. Marocco:
(a) Amount beneficially owned: 131,500 (1)(2) shares of
Common Stock, $0.01 par value, of Zapata Corporation.
Reporting Person is the sole shareholder of MJDM Corp.,
a member of the Management Committee of Sandler Capital
Management, which is the investment advisor of Sandler
Associates, Sandler Associates II and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
10. John Kornreich:
(a) Amount beneficially owned: 131,500(1)(2) shares of Common
Stock, $0.01 par value, of Zapata Corporation. Reporting
Person is the majority shareholder of Four JK Corp., a
member of the Management Committee of Sandler Capital
Management, which is the investment advisor of Sandler
Associates, Sandler Associates II, and Sandler Offshore.
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
CUSIP No. 13G Page 20 of 24
989070602
(ii) Shared power to vote or to direct the vote:
131,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the
disposition of: 131,500(1)(2) shares
- -------------------------
(1) Includes 92,163, 4,273 and 35,064 shares of Common Stock beneficially
owned by Sandler Associates, Sandler Associates II and Sandler
Offshore, respectively.
(2) The reporting person disclaims beneficial ownership of these securities
except to the extent of his/her/its equity interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
See Item 4.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A for Joint Filing Agreement.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below each party certifies that, to the best of
his, her or its knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and dare
not held in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP No. 13G Page 21 of 24
989070602
SIGNATURE
---------
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.
Date: June 23, 2003 SANDLER CAPITAL MANAGEMENT
By: MJDM Corp., a general partner
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 SANDLER ASSOCIATES
By: /s/ Andrew Sandler
--------------------------------------
Name: Andrew Sandler
Title: General Partner
Date: June 23, 2003 SANDLER ASSOCIATES II, L.P.
By: /s/ Andrew Sandler
--------------------------------------
Name: Andrew Sandler
Title: General Partner
Date: June 23, 2003 SANDLER OFFSHORE FUND, INC.
By: /s/ Steven Warshavsky
--------------------------------------
Name: Steven Warshavsky
Title: Director
CUSIP No. 13G Page 22 of 24
989070602
Date: June 23, 2003 ALCR CORP.
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 MJDM CORP.
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 FOUR JK CORP.
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 By: /s/ Andrew Sandler
--------------------------------------
Name: Andrew Sandler
Date: June 23, 2003 By: /s/ Michael J. Marocco
--------------------------------------
Name: Michael J. Marocco
Date: June 23, 2003 By: /s/ John Kornreich
--------------------------------------
Name: John Kornreich
CUSIP No. 13G Page 23 of 24
989070602
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of Zapata Corporation and that this Agreement be
included as an Exhibit to such statement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
as of the 23rd day of June, 2003.
Date: June 23, 2003 SANDLER CAPITAL MANAGEMENT
By: MJDM Corp., a general partner
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 SANDLER ASSOCIATES
By: /s/ Andrew Sandler
--------------------------------------
Name: Andrew Sandler
Title: General Partner
Date: June 23, 2003 SANDLER ASSOCIATES II, L.P.
By: /s/ Andrew Sandler
--------------------------------------
Name: Andrew Sandler
Title: General Partner
Date: June 23, 2003 SANDLER OFFSHORE FUND, INC.
By: /s/ Steven Warshavsky
--------------------------------------
Name: Steven Warshavsky
Title: Director
Date: June 23, 2003 ALCR Corp.
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
CUSIP No. 13G Page 24 of 24
989070602
Date: June 23, 2003 MJDM Corp.
By: /s/ Moira Mitchell
--------------------------------------
Name: Moira Mitchell
Title: President
Date: June 23, 2003 Four JK Corp.
By: /s/ Moira Mitchell
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Name: Moira Mitchell
Title: President
Date: June 23, 2003 By: /s/ Andrew Sandler
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Name: Andrew Sandler
Date: June 23, 2003 By: /s/ Michael J. Marocco
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Name: Michael J. Marocco
Date: June 23, 2003 By: /s/ John Kornreich
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Name: John Kornreich